Terms and Conditions

ADVERTISING TERMS AND CONDITIONS FOR THE BVI NOW MOBILE APP

1. Nanosurvey, Inc. (the Company) places material for publication on behalf of the Client (you) subject to these Terms and Conditions of Advertising (Terms). These Terms apply to all advertising on the BVI Now mobile App or Website, or on websites of any partner companies, unless we have agreed other terms in writing with you. 
2. The Company is the owner of and shall retain and own all right, title and interest in all its proprietary technology, its Platform, any templates, processes or other technologies independently created and developed by the Company that drive the functionality of any Services provided or Messages executed pursuant to the Agreement, including without limitation, all copyright, trade secret, patent, trademarks, and other related intellectual property rights therein and including any derivative works made during the term of this Agreement or thereafter even if improved upon or further developed by the Company in the course of the Company’s performance under the Agreement.
3. The Term of this Contract is 12 months and will be automatically renewed after the completion of the Term unless written notice is submitted at least 30 days before this agreement terminates. 
4. In accepting any material including electronic material or data for publication, and in publishing it, the Company is doing so in consideration of and relying on Client’s express warranty, the truth of which is essential that the material does not contain anything:
1. That is misleading or deceptive or likely to mislead or deceive;
2. That is defamatory or indecent or which otherwise offends against generally accepted community standards;
3. That infringes a copyright or trademark or otherwise infringes any intellectual or industrial property rights; 
4. That breaches any right of privacy or confidentiality;
5. That breaches any provision of any statute, regulation, by- law or other rule or law.
5. The material complies in every way with every code or industry standing relating to advertising in the British Virgin Islands.
6. Publication of the material will not give rise to any liability on the Company's part or in a claim being made against the Company in the British Virgin Islands or elsewhere; and the material does not include any cookie, tracking tag or other tracking device unless the Company has provided its prior written consent to such inclusion. 
7. The Company reserves the right within its discretion to reject or remove from the BVI Now App, or any related websites, any advertisements for which the Advertising Materials, software code associated with the Advertising Materials (e.g. pixels, tags, JavaScript), or the Website to which the Advertisement is linked do not comply with its Policies, or that in the Company’s sole reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative order. In addition, the Company reserves the right within its discretion to reject or remove from the BVI Now App, or any related websites any Ads for which the Advertising Materials or the Website to which the Ad is linked are, or may tend to bring, disparagement, ridicule, or scorn upon the Company or any of its affiliates, provided that if the Company has reviewed and approved such advertisements prior to their use on the BVI Now App or related websites, the Company will not immediately remove such advertisements before making commercially reasonable efforts to acquire mutually acceptable alternative advertising materials from Client. 
8. Client agrees to indemnify the Company against any losses, liabilities, costs, claims or expenses whatsoever arising directly or indirectly from any breach of the warranties set out above and from any costs incurred in our making corrections or amendments in accordance with the terms that follow. 
9. All creative submissions are subject to reasonable approval by the Company. The Company may require that material is corrected or amended to conform to style, or for other genuine reasons. The Company may refuse to publish, or withdraw material from publication without having to give reason. 
10. The positioning or placing of any material in the BVI Now App or any related websites, is at the Company’s discretion, except where the position is specifically agreed in writing. 
11. Client must tell Company as soon as possible if there is an error or omission in any material placed by Company on Client’s behalf. 
12. The charge for advertising will be in United States dollars and in accordance with Sales Kit information current at the time, unless agreed otherwise between the parties in writing.  Monthly charges shall be paid by debit or credit card and charges shall be billed each month to the card that is on file.  Any adjustments, such as being unable to deliver the defined audience for a Real-Time Notification (RTN), for example, will be credited to the Client on the following month’s invoice. 
13. The Company may suspend or terminate App or online content at any time in the event an invoice is past due more than 30 days. 
14. The Company will not be liable for any loss including any loss of revenue or profit and any indirect or consequential loss arising from or in relation to any error or omission in publishing or failure to publish.  If the Company is found to have any liability for any circumstance that liability is limited to the cost of the advertisement.
15. The Company will not be liable for any services it cannot provide under this Agreement, where any change implemented by a third party technology, device or software provider (e.g. Google or Apple), out of the Company’s control, materially changes the operation or economic viability of the services.  
16. Any photography that is included in Client contracts, and selected for use with the Company, shall be provided to the Client in suitable image resolutions for a mobile app, at the number of photos agreed upon. These images shall be royalty free to the Client.
17. By placing an advertisement for publication, Client grants Company permission to reproduce the advertisement in any media the Company offers its customers during the contract period.  Any creative materials provided to the Company may not be sold or used by a third party without the expressed written consent of the Client.
18. Client agrees to indemnify and hold harmless the Company, its agents, associates, and representatives for any liability resulting from materials submitted by the Client that are unauthorised or unlicensed. 
19. If applicable, Client may change in-App photographs only at scheduled App updates. 
20. The Company is not liable for any delays in publishing the content due to network slowdown, or any condition beyond the control of the Company affecting production or delivery in any manner. 
21. The Company’s sole obligation as to any failure, default, or error on its part shall be limited at maximum to a refund of charges which may have been paid to publisher. 
22. The Company may, at its sole discretion, vary these Terms and Conditions at any time provided that such amended terms will not affect prior agreed advertising orders. 
23. If advertising materials are not received by the Contract start date, the Company will begin to charge the Client on the Contract start date, based on the full Contract.  If advertising materials are late based on the policies, the Company is not required to guarantee full delivery of the Contract. The Company will negotiate a resolution with Client if the Company has received all required advertising materials but fails to commence a campaign at the next App update. 
24. Force Majeure. Excluding payment obligations, neither Client nor the Company will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, global pandemics, war, telecommunications failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure event”). If the Company suffers such a delay or default, the Company will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the transmission. 
25. If Client’s ability to make payments has been materially negatively impacted by an event beyond its reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Client will make every reasonable effort to make payments on a timely basis to the Company, but any delays caused by such condition will be excused for the duration of such condition. Subject to the foregoing, such excuse for delay will not in any way relieve Client from any of its obligations as to the amount of money that would have been due and paid without such condition. 
26. If a Force Majeure event has continued for twenty (20) business days, the Company and/or Client has the right to cancel the remainder of the Contract without penalty. 
27. Non-disclosure, data usage and ownership and Privacy Laws: “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to any Contract Details shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the Contract. 
28. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure. 
29. All Client supplied data is considered Client’s property, is subject to Client’s posted privacy policy, and is considered Client’s confidential information. Any other use of such information will be set forth in a written Addendum to this Contract and signed by both parties. 
30. The Company may assign this Agreement to an Affiliate, a wholly owned subsidiary, or to a successor of substantially all of its business or assets. 
31. The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the British Virgin Islands without regard to any conflicts of laws principles. 
32. Client and the Company will at all times comply with all federal, territory, state, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the Contract. 
33. All other printed agreements and conditions that supplement these Terms and Conditions, are to be considered a part of the Terms and Conditions.

By entering into the agreement with the Company, Client acknowledges that it understands and agrees to abide by these Terms and Conditions.