The following ‘Terms and Conditions‘ relate to, and cover, a technology-enabled advertising infrastructure – from now on referred to as ‘Infrastructure‘ belonging to and operated by LARA Media Group (Company), comprised of several digital entities such as websites, podcasts, social media accounts that continue to change and grow without being limited to a specific industry, and how Company allows third parties, from now on referred to as ‘Partners‘ to use the Infrastructure to advertise goods and services (Products) to readers from all over the world (Audience).
An integral part of these Terms and Conditions is the ‘Purchase Agreement‘ (always appended to this document) which sets out how the Company leverages the Infrastructure to its Partners.
Furthermore, these Terms and Conditions cover all assets belonging to, and under the control of the Company, in relation to the Infrastructure, including but not limited to website/s, portal/s, e-commerce platform/s, app/s, dapp/s, application/s, blockchain/s, and all other related assets – irrespective of how they are created, published, transmitted, broadcasted, or distributed.
These Terms and Conditions are amended continuously with the aim of best governing the way the Company cooperates with Partners, in regard to the use of Infrastructure.
Before engaging in the usage of Infrastructure, the Partners are asked to review the following Terms and Conditions thoroughly.
1.1. The Infrastructure and its interactive features are owned and operated by LARA Media Group Ltd [www.laramediagroup.com], a company registered in England and Wales, number 13952247, at Floor 6 International House, 4 Maddox Street, London, United Kingdom, W1S 1QP.
1.2. From this point on, any reference to ‘our,’ ‘we,’ ‘us,’ or ‘company,’ means LARA Media Group Ltd and its oﬃcers, directors, members, employees, contractors, sub-contractors, agents, and representatives.
1.3. Any reference to ‘you’ or ‘your’ describes you, the Partner.
1.4. The cost of using the Infrastructure is on a ‘case basis’ and will be clearly indicated to Partners in the Purchase Agreement.
1.5. The goods and services you can advertise via the Infrastructure are herein referred to as ‘Products’.
1.6. From this point on, you acknowledge and agree that:
1.6.1. the Company does not own or sell any of your Products but merely facilitates your access to the Infrastructure;
1.6.2. these Terms and Conditions apply to your access and use of the Infrastructure and form a legal agreement between you, our Partner, and us;
1.6.3. by using the Infrastructure you conﬁrm that you understand and accept (you’re are able to understand and accept) these Terms and Conditions and agree to be legally bound by them;
1.6.4. we may add to/or amend these Terms and Conditions at any time. Upon updating them, the new Terms and Conditions will become eﬀective immediately;
1.7. You must stop using the Infrastructure immediately if:
1.7.1. you don’t agree to these Terms and Conditions;
1.7.2. it is unlawful for you to do so;
1.7.3. you are under the age of 18;
1.8. The Company reserves the right to update these Terms and Conditions from time to time. If you no longer agree with the updated Terms and Conditions, you must terminate your relationship with the Company and cease the use of Infrastructure immediately.
1.9. By continuing to use the Infrastructure you indicate your acceptance of the Company’s updated Terms and Conditions. The Company endeavours to notify you of any changes and updates; however, it is your responsibility to review these Terms and Conditions from time to time to ensure you are aware of any changes.
2. Partner Accounts
2.1. To access and use all Infrastructure features, you must have a Partner account approved by the Company. Your Partner account is password protected and allows the management of high quantity Products in real-time, via API.
2.2. API accounts are password protected and your unique password will be emailed to you along with the API credentials required for automatic Product management. You must not disclose your login credentials to any person without the Company’s written consent.
You agree, accept, acknowledge, and ensure that:
2.2.1. any and all information provided to the Company’s team, about you and your Products is true, accurate, and up to date;
2.2.2. you are and will remain (for the duration of the Purchase Agreement) responsible for maintaining the security of your account and the confidentiality of your login credentials;
2.2.3. you are solely liable for any usage or misuse of the Infrastructure via your account;
2.2.4. the Company is not liable for any improper use of your password, API credentials, or account;
2.2.5. the Company is entitled to assume that any use of your password, API credentials, or account is made only by you;
2.2.6. if you suspect that your Infrastructure account has been compromised, you must inform the Company immediately
3. Infrastructure System
3.1. The Infrastructure is open and accessible by a global Audience that can browse and view Products as provided by the Partners to the Company.
3.2. It is not the Company selling or delivering Products to the Audience but the Partners.
3.3. We, you, or both parties can decline Audience access to Products at any time, for any reason, and without liability.
3.4. As an Infrastructure with a global Audience, the Company accepts worldwide searches and views; however, each Partner has specific Product policies which incorporate different delivery times, postage costs, currency exchange rates, and customs regulations according to each country and not limited to. Thus, in the event of a conﬂict between Partner and Audience, Partner’s Terms and Conditions are to be used.
3.5. We cannot give the Audience the undertaking that the Partner Products they view on the Infrastructure are of satisfactory quality; therefore, any warranties of such nature (whether express or implied) are disclaimed by us to the fullest extent permitted by law. This disclaimer does not aﬀect the Audience‘s statutory rights against the Partners.
3.6. The Company won’t disclose or share with Partners any Audience information relating to the browsing of Products on the Infrastructure.
3.7. The Company will take all reasonable care to ensure that each Product shown on the Infrastructure is correct. However, it is possible that some Products may be incorrectly displayed by human accident and machine malfunctioning.
3.8. If your Products are not maintained via automatic API you must verify to ensure accuracy. If your Products on the Infrastructure contain errors, you must contact the Company immediately.
4. Rights of Use
4.1. According to these Terms and Conditions, the Infrastructure is made available to Partners under a ‘user licence’ which doesn’t give any rights of Infrastructure ownership, and the Company reserves the right to refuse Partners access to parts of the Infrastructure, at its discretion.
4.2. Partner’s access, connection to and use of the Infrastructure require a suitable Internet connection and a device that you own, or you are permitted to use. The performance of our Infrastructure depends on the suitability of your Internet connection and devices.
4.3. Partners using the Infrastructure via API are prohibited from transferring, sublicensing, or selling the account rights without the Company’s prior written permission.
4.4. Unless otherwise stated, all copyright, design rights, database rights, patent rights, trademarks, trade dress rights, and any intellectual property rights used on our Infrastructure belong to – licensed and reserved to – LARA Media Group Ltd. Using them without permission constitutes an infringement of our rights and will be punished to the fullest extent of the law.
4.5. We fully respect the intellectual property rights of all parties and we ask the same of our Partners. If you believe that any of your intellectual property rights have been infringed on our Infrastructure, please contact us immediately.
4.6. Any third-party trade names and trademarks are the property of their respective owners and we make no warranty or representation in relation to them. Unless stated otherwise, we do not endorse and are not aﬃliated with any of the holders of any such rights, and as such, we cannot grant any licence to exercise such rights.
4.7. We may suspend the Infrastructure to maintain or upgrade our systems and software. We will try to notify Partners of these suspensions in advance, but cannot guarantee any notice. We will also try to keep these suspensions to a minimum period but cannot state definitely how many suspensions may be necessary or for how long any suspension will remain in place.
4.8. The Company reserves the right to refuse Partners access to parts of the Infrastructure, at its discretion, and Partners agree not to use the Infrastructure in any unlawful and criminal way, or in ways that might call the Company into disrepute.
5. Rules and Compliance
5.1. You agree to comply with these Terms and Conditions and all rules applicable to the use of our Infrastructure. Furthermore, you agree not to:
5.1.1. hack, modify, reverse engineer or create derivative works of our Infrastructure or any part of it;
5.1.2. incorporate any part of this Infrastructure into any other new, or existing products, or Infrastructure;
5.1.3. attempt to gain unauthorised access to any restricted parts of the Infrastructure;
5.1.4. remove, modify, or obscure any copyright, trademark, or other proprietary notices on our Infrastructure;
5.1.5. develop and deploy software that replicates or mimics the data or functionality of our Infrastructure;
5.1.6. collect data from the Infrastructure by systematic or automated means;
5.1.7. use your access to the Infrastructure to send marketing communications;
5.1.8. extract or otherwise use any available content on the Infrastructure for commercial purposes without obtaining a licence to do so from us, or our licensors;
5.1.9. use malicious computer codes of any nature, and not limited to, in connection with the Infrastructure;
5.1.10. make any part of the Infrastructure available to third parties;
5.1.11. copy or exploit any part of the Infrastructure;
5.1.12. use the Infrastructure (or any part of it) unfairly or for any illegal/immoral purposes;
5.2. Without prejudice to any of our other rights or remedies, if we reasonably suspect that you have breached any of these Terms and Conditions, we’ll suspend, terminate, or take any other action we consider necessary regarding your access to the Infrastructure, to defend any of our rights or interests.
6. Audience Content
6.1. The Infrastructure is designed to allow the Audience to browse, read, and create content (reviews), described from this point on as ‘Audience Content‘. While the Company stores third-party exchanges of content, LARA Media Group Ltd has no involvement in the review, selection, or alteration of Audience Content, but acts as a mere conduit of it.
6.2. The views expressed in any Audience Content on the Infrastructure are the views of the individual authors or originators, and not those of LARA Media Group Ltd, unless specified otherwise.
6.3. By being part of our Infrastructure, you acknowledge that the Company has no obligation or responsibility to review, edit, or remove any Audience Content.
6.4. LARA Media Group Ltd may, at its discretion, review and remove any Audience Content present on the Infrastructure, if it comes to our attention that such Audience Content constitutes a breach of these Terms and Conditions. However, the removal of Audience Content does not serve to limit any of our other rights or remedies.
7.1. LARA Media Group Ltd provides and maintains the Infrastructure on an ‘as is basis‘ and is liable only to provide access to the Infrastructure with reasonable skill and care.
7.2. Except otherwise stated in these Terms and Conditions or when required by law, LARA Media Group Ltd gives no warranty and makes no representation – expressed or implied – regarding the Infrastructure.
7.3. We do not warrant or represent that the Infrastructure will be available, uninterrupted, error-free, timely, confidential, or secure.
7.4. We do not warrant or represent that the Infrastructure will connect or transmit to or from the internet, will showcase Partner’s Products or Audience Content.
7.5. We expressly disclaim any warranty, representations, or conditions of quality, performance, non-infringement, merchantability, or ﬁtness for use for a particular purpose, or in respect to inaccurate information or material on the Infrastructure.
7.6. None of the external Partner websites on the Infrastructure have been verified or reviewed by us and thus, we give no other warranty in connection to the Infrastructure, and to the maximum extent permitted by law, we exclude liability for the resulting losses, whether arising in the Purchase Agreement – including negligence or breach of statutory duty – misrepresentation, restitution or otherwise arising in connection with the Infrastructure as following:
7.6.1. any indirect, special, punitive, or consequential loss, including losses of which we have been made aware;
7.6.2. any loss of profits, business, goodwill, anticipated savings, goods, contract, use, or data;
7.6.3. any losses arising out of or in connection with any Products, or the use or consumption of any Products, or the delayed delivery of any Products;
7.6.4. any lack of availability on the Infrastructure of Products, from any Partner, any interruptions to or delays in updating the Infrastructure, or lack of confidentiality of any Audience Content;
7.6.5. any Partner loss or damage of any kind arising as a result of Audience Content;
7.6.6. the availability, quality, content, or nature of Partner websites and any transaction taking place on Partner websites – including Products subject to that transaction;
7.6.7. any losses of computer equipment, data, or other digital property, caused by accessing and using API on the Infrastructure;
7.7. We are not to be made liable for any amount for failure to perform any obligation under these Terms and Conditions if the fault is caused by the occurrence of an event beyond its reasonable control.
7.8. Our total aggregate liability to you under these Terms and Conditions, whether arising in contract, tort – including negligence or breach of statutory duty – misrepresentation, restitution or otherwise arising in connection with the Infrastructure, shall not exceed the total amount of fees received by us from you in the 3-month period preceding the date on which the claim arose.
7.9. Except as provided above, there are no warranties, conditions, or other terms and conditions, express or implied, statutory or otherwise, and their existence is excluded to the maximum extent permitted by law.
8.1. In the unlikely case of the Audience requesting compensation from the Company, in relation to Partner Products, Partners must indemnify (compensate) LARA Media Group Ltd, or undertake to keep us protected and indemnified against any losses, damages, costs, liabilities, and expenses.
8.2. In the unfortunate case of cancelling the Purchase Agreement, due to Partner breaching any of these Terms and Conditions, the Partner must indemnify (compensate) LARA Media Group Ltd, or undertake to keep us protected and indemnified against any losses, damages, costs, liabilities, and expenses.
8.3. The amount of indemnity includes (and is not limited to) the amount of expense incurred or suﬀered by the Company, and any legal expenses and amounts paid by us to third parties, in settlement of any disputes/claims.
9.1. When your Purchase Agreement expires, you also terminate the agreement of these Terms and Conditions. On termination, all Infrastructure access and permissions granted by us to you will end immediately.
9.2. Termination of these Terms and Conditions will not take effect until any unpaid money we owe you or you to us, regarding Products on the Infrastructure is settled, as per the active Purchase Agreement.
9.3. The Company can terminate the Purchase Agreement without further recourse from Partners if we discontinue the Infrastructure (or any part of it), or the Partner is found in breach of any part of these Terms and Conditions;
10. Cancellations and Refunds
10.1. According to these Terms and Conditions, Partners can change their mind for up to 7 days after the day of signing the Purchase Agreement and the Company will refund the paid amount in full, provided the Products have not been displayed on the Infrastructure.
10.2. However, once Products have been displayed on the Infrastructure, Company will charge 20% of the paid amount to cover Indexing and Operational fees.
10.3. Indexing and operational fees relate to the amount of labour required to place Products on the Infrastructure, and the Products still being displayed (promoted) by the search engines even after being retracted from the Infrastructure, given that once indexed by the search engines, Products will be live (visible on search engines) for at least a month.
11. Further Information
11.1. No representation or warranty is made as to whether the Infrastructure complies with the laws of any other country other than the United Kingdom.
11.2. These Terms and Conditions are subject to the laws of England and thus, all other parties irrevocably submit to the exclusive jurisdiction of the English courts.
11.3. If any part of these Terms and Conditions is found to be unenforceable, it will be amended to the minimum extent necessary to make it enforceable, and the remainder of the provisions will remain in full force and eﬀect.
11.4. We may appoint subcontractors in the provision of the Infrastructure, or we may assign the beneﬁt of our Purchase Agreement with you, under these Terms and Conditions, to third parties.
11.5. Failure to enforce any of the above terms does not constitute a waiver of those terms.