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By accepting this document, You (the “Advertiser”) agree to the following standard terms and conditions for availing or using CMGalaxy Marketing Technology Product (‘CMGalaxy Product’) services of Cyber Media Research & Services Limited (the “Company” / “CMRSL”), which are herein referred to as the “Agreement” or "Product/Software as a Service Agreement" and shall be effective from the date of acceptance by CMRSL, as agreed and executed between CMRSL and Advertiser. The ‘Advertiser’ and the ‘CMRSL’ are herein collectively referred to as the “Parties” and individually as the “Party”.
Administrator User: means each Advertiser employee designated by the Advertiser to serve as technical administrator of the SaaS Services on Advertiser’s behalf. Each Administrator User must complete training and qualification requirements reasonably required by Cyber Media Research & Services Limited .
Advertiser Content: means all data and materials provided by the Advertiser to CMRSL for use in connection with the SaaS Services, including, without limitation, Advertiser applications, data files, and graphics.
Documentation: means the user guides, online help, release notes, training materials and other documentation provided or made available by CMRSL to the Advertiser regarding the use or operation of the SaaS Services.
Host: means the computer equipment on which the Product/Product is installed, which is owned and operated by CMRSL or its sub-contractors.
Maintenance Services: means the support and maintenance services provided by CMRSL to the Advertiser pursuant to this SaaS Agreement.
Other Services: means all technical and non-technical services performed or delivered by CMRSL under this SaaS Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the SaaS Services and the Maintenance Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be requested by the Advertiser and agreed to by the Company. All Other Services will be provided on a non-work for hire basis.
CMGalaxy Product: means a marketing technology product where Advertisers over a network on a term-use basis, can integrate data from across platforms like Google Ads, Meta, Instagram, LinkedIn, Twitter, Amazon, etc. into a single dashboard; and can use data insights that help optimize their marketing spends.
SaaS Services: refer to the specific CMRSL’s internet-accessible service that provides use of CMRSL’s {WebsiteReducers?.name} marketing technology product that is hosted by CMRSL and made available to the Advertiser over a network on a term-use basis.
Subscription Term: shall mean that period specified during which the Advertiser will have on-line access and use of the technology Product through CMRSL’s SaaS Services. The Subscription Term shall renew for successive 12- month periods unless either party delivers written notice of non-renewal to the other party at least 30 (thirty) days prior to the expiration of the then-current Subscription Term.
During the Subscription Term, the Advertiser will receive a non-exclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for its business operations subject to the terms of this Agreement and up to the number of CMGalaxy Data Storage.
The Advertiser acknowledges that this Agreement is a services agreement and CMRSL shall not deliver copies of the Product to the Advertiser as part of the SaaS Services.
CMRSL may modify or update the SaaS features from time to time as may be required. Such changes and/or updations shall be available on CMRSL URL https://platform.cmgalaxy.com
The Advertiser shall not, and shall not permit anyone to:
copy or republish the SaaS Services or Product,
make the SaaS Services available to any person other than authorized CMGalaxy Data Storage users,
use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties,
modify or create derivative works based upon the SaaS Services or Documentation,
remove, modify or obscure any copyright, trademark or other proprietary notices contained in the product used to provide the SaaS Services or in the Documentation,
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Product used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or
access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, CMRSL shall own all rights, title and interest in and to the Product, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. The Advertiser agrees to assign all rights, title and interest it may have in the foregoing to CMRSL.
The Advertiser shall provide commercially reasonable information and assistance to CMRSL to enable CMRSL to deliver the SaaS Services. Upon request from CMRSL, the Advertiser shall promptly deliver Advertiser Content to CMRSL in an electronic file format specified and accessible by CMRSL. The Advertiser acknowledges that CMRSL’s ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance.
The Advertiser shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. The Advertiser acknowledges that CMRSL exercises no control over the content of the information transmitted by the Advertiser or the CMGalaxyData Storage users through the SaaS Services. The Advertiser shall not upload, post, reproduce or distribute any information, advertisement, product or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the written permission of the owner of such rights.
The Advertiser shall:
Notify CMRSL immediately of any unauthorized use of any password or user ID or any other known or suspected breach of security.
Report to CMRSL immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by the Advertiser or any CMGalaxy Data Storage user.
Not provide false advertisement and product information to gain access to or use the SaaS Services.
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The Advertiser shall be solely responsible for the acts and omissions of its Administrator Users. CMRSL shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.
The Advertiser is solely responsible for providing access to data across platforms. CMGalaxy will manage the data pipes to enable the complete setup, and this will be done via API integrations, CSV, Excel, or similar data access points. The Advertiser shall ensure that the Advertiser Content does not:
Include anything that infringes or misappropriates the intellectual property rights of any third party.
Contain anything that is obscene, defamatory, harassing, offensive, or malicious.
Additionally, the Advertiser shall:
Notify CMRSL immediately of any unauthorized use or suspected breach of security.
Report to CMRSL immediately and use reasonable efforts to stop any unauthorized use of the Service.
Not provide false advertisement and product information to gain access to or use the Service.
Subject to the terms and conditions of this SaaS Agreement, the Advertiser shall grant to CMRSL a limited, non-exclusive, and non-transferable license to copy, store, configure, perform, display, and transmit Advertiser Content solely as necessary to provide the SaaS Services.
The Advertiser retains ownership and intellectual property rights in and to its Advertiser Content. CMRSL or its licensors retain all ownership and intellectual property rights to the services, product programs, and anything developed and delivered under the Agreement. Third-party technology appropriate for use with CMRSL programs is governed by third-party license terms as specified in the documentation or order.
CMRSL shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendations, or other feedback provided by the Advertiser, including by users, relating to the operation of the SaaS Services.
The Advertiser shall issue Order(s) to CMRSL for availing SaaS Services. All services acquired by the Advertiser shall be governed exclusively by this SaaS Agreement and the applicable Order as mutually agreed between the parties. In the event of a conflict between the terms of an Order and this SaaS Agreement, the terms of the Order shall take precedence.
Unless otherwise provided in the Order, CMRSL shall invoice the Advertiser for all fees on the effective date of the Order. The Advertiser shall pay all invoices within 30 (thirty) days from the date of invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in United States Dollars and must be paid by the Advertiser to CMRSL in United States Dollars.
The Advertiser will reimburse CMRSL for its reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services.CMRSL shall notify the Advertiser prior to incurring any such expense. CMRSL shall comply with the Advertiser’s travel and expense policy if made available to CMRSL prior to the required travel.
CMRSL shall bill the Advertiser for applicable taxes as a separate line item on each invoice. The Advertiser shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to the Advertiser’s purchase and use of the services. The Advertiser shall not be liable for taxes based on CMRSL’s net income, capital, or corporate franchise.
The Client/Advertiser may request for new requirements including but not limited to technical development, increased data collection & processing, customized dashboards, specialized accesses, or similar services at any point of time for CMGalaxy. These customizations or any similar requirements may be subject to a one-time setup charge, or adjustment in subscription rate for the platform. Any changes or adjustment in commercials will be applicable only after written agreed upon amendment to the commercial arrangement between Advertiser and CMRSL.
The term of this SaaS Agreement shall begin on the Effective Date and shall continue until terminated by either party as outlined in this Section.
Either party may terminate this SaaS Agreement immediately upon a material breach by the other party that has not been cured within 60 (sixty) days after receipt of notice of such breach.
CMRSL reserves the right to suspend delivery of the SaaS Services if the Advertiser fails to timely pay any amounts due to CMRSL under this SaaS Agreement, but only after CMRSL notifies the Advertiser of such failure and such failure continues for 15 (fifteen) days. Suspension of the SaaS Services shall not release the Advertiser of its payment obligations under this SaaS Agreement. The Advertiser agrees that CMRSL shall not be liable to the Advertiser or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from the Advertiser’s non-payment.
CMRSL reserves the right to suspend delivery of the SaaS Services if CMRSL reasonably concludes that Advertiser or a CMGalaxy Data Storage user’s use of the SaaS Services is causing immediate and ongoing harm to CMRSL or others. In such extraordinary cases, CMRSL shall immediately notify Advertiser of the suspension and the parties shall diligently attempt to resolve the issue. CMRSL shall not be liable to Advertiser or any third party for any liabilities, claims, or expenses arising from such suspension. Nothing in this Section will limit CMRSL’s rights under Section 7.5.
Upon termination or expiration of the Subscription Term, CMRSL shall immediately cease providing the SaaS Services and all usage rights shall terminate.
If CMRSL terminates due to Advertiser breach, the Advertiser shall pay all amounts due under this SaaS Agreement as if termination had not occurred.
Upon written request, the receiving party shall return or destroy all Confidential Information and certify such destruction, except for one archival copy retained by legal counsel in case of dispute.
The Service Level SaaS Agreement (“SLA”) for the SaaS Services shall be executed separately between the Parties. The SLA shall govern Advertiser’s sole remedies for any availability or quality issues, including failure to meet performance guarantees.
Warranty: CMRSL represents and warrants that it will provide the SaaS Services in a professional manner and that the SaaS Services will perform substantially in accordance with the Documentation.
CMRSL does not guarantee that the SaaS Services will be error-free or uninterrupted, nor that all issues will be corrected. Advertiser acknowledges the limitations of data transfer over the internet and that the SaaS Service may be subject to delays and failures beyond CMRSL’s control.
This section sets forth the sole and exclusive warranties by CMRSL. Neither CMRSL nor its licensors or suppliers guarantee virus-free operation or security from unauthorized alteration, theft, or destruction of data.
NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF CMRSL) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY ADVERTISER UNDER THIS SAAS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE.
The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under the Sections entitled “Restriction”, “Indemnification”, or “Confidentiality”.
If a third party makes a claim against CMRSL that the Advertiser Content infringes any patent, copyright or trademark, or misappropriates any trade secret, the Advertiser shall defend CMRSL and its directors, officers and employees against the claim at Advertiser’s expense. Advertiser shall pay all losses, damages, and expenses (including reasonable attorneys’ fees) finally awarded or agreed to in a signed settlement, to the extent arising from the claim.
CMRSL shall have no liability for any claim based on:
The Advertiser Content,
Modification of the SaaS Services not authorized by CMRSL, or
Use of the SaaS Services other than in accordance with the Documentation and this SaaS Agreement.
CMRSL may, at its sole option and expense:
Procure for Advertiser the right to continue use of the SaaS Services,
Modify the SaaS Services in a manner that does not materially impair functionality, or
Terminate the Subscription Term.
“Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which:
If in written, graphic, machine-readable, or other tangible form, is marked as “confidential” or “proprietary.”
If disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party as “confidential” or “proprietary” within 30 days of such disclosure.
Is specifically deemed to be confidential by the terms of this SaaS Agreement.
Reasonably appears to be confidential or proprietary due to the nature of the information and the context of disclosure.
Confidential Information also includes any information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Advertiser Content as contemplated by this SaaS Agreement, Advertiser Content is deemed Confidential Information of the Advertiser.CMRSL Product and Documentation are deemed Confidential Information of CMRSL.
During the term of this SaaS Agreement and for five (5) years thereafter (or perpetually in the case of product/Product), each party shall treat as confidential all Confidential Information of the other party. Neither party shall use such Confidential Information except to perform obligations or exercise rights under this Agreement, nor disclose such Confidential Information to any third party.
Each party shall use at least the same degree of care (but not less than a reasonable degree of care) it uses to protect its own confidential information to prevent unauthorized use or disclosure of the other party’s Confidential Information.
Each party shall promptly notify the other of any actual or suspected misuse or unauthorized disclosure. Neither party shall reverse engineer, disassemble, or decompile any prototypes, product, or objects embodying the other party’s Confidential Information.
Disclosure may be made to contractors on a need-to-know basis, provided those contractors are bound by written confidentiality obligations and use such information solely to fulfill obligations on behalf of the receiving party.
Confidential Information excludes information that:
Is publicly known at the time of disclosure or becomes publicly known through no fault of the receiving party.
Is known to the receiving party without restriction at the time of disclosure or becomes known without restriction from a source not bound by confidentiality obligations.
Is independently developed by the receiving party without reference to the Confidential Information, as shown by written records.
The receiving party may disclose Confidential Information if legally required by law or government order, provided the receiving party promptly notifies the disclosing party (where permitted) to seek a protective order or restrict such disclosure.
Each party may disclose the existence of this SaaS Agreement and their business relationship. However, the specific terms of the Agreement will be treated as Confidential Information, except when disclosure is made to individuals or entities (e.g., accountants, legal counsel, bankers, investors) under a duty of confidentiality and with a legitimate need to know.
Advertiser acknowledges that SaaS Services are provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict CMRSL’s ability to provide the SaaS Services or other technology, including any features or functionality first developed for Advertiser, to other parties.
Advertiser hereby acknowledges and agrees that CMRSL’s performance of this SaaS Agreement may require CMRSL to process, transmit, and/or store Advertiser personal data or the personal data of Advertiser employees and Affiliates. By submitting personal data to CMRSL, Advertiser agrees that CMRSL may transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling CMRSL to perform its obligations under this SaaS Agreement.
In relation to all Personal Data provided by or through Advertiser to CMRSL, Advertiser will be responsible as the sole Data Controller for complying with all applicable data protection laws and regulations. Advertiser agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in content used with CMRSL SaaS.
Advertiser is solely responsible for the Personal Data shared via CMRSL SaaS, including information shared by users on Advertiser’s behalf. Advertiser is solely responsible for determining the means and purposes of processing such data and must ensure that such instructions to CMRSL do not violate data protection laws.
Advertiser shall inform CMRSL in advance of any special categories of data and related processing restrictions. Advertiser is responsible for ensuring that theCMRSL SaaS platform complies with those restrictions and requirements. CMRSL shall only process such data that meets the terms outlined herein.
In performing the SaaS Services, CMRSL will comply with its Privacy Policy, available at
https://platform.cmgalaxy.com/privacypolicy, which is incorporated herein by reference.
The policy may be updated at CMRSL’s discretion; however, no update shall materially reduce the protection of Advertiser data for the duration of any paid term.CMRSL may use subcontractors or international hosting providers while ensuring the secure processing of Advertiser data.
CMRSL will only process Advertiser’s Customers' Personal Data as necessary to deliver the SaaS Services. Advertiser agrees to provide appropriate notices and obtain required consents related to CMRSL’s use of data for provisioning the SaaS Services.
Advertiser remains solely responsible for the legality, quality, accuracy, reliability, integrity, and ownership of all such data.
Neither party may assign this SaaS Agreement or any rights under it without prior written consent of the other party, which shall not be unreasonably withheld. However, either party may assign this Agreement to an acquirer of substantially all of its business (whether via merger, acquisition, or asset sale).
This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors to fulfill obligations under this Agreement, provided such party remains responsible for those obligations.
Except as otherwise permitted in this SaaS Agreement, notices under this SaaS Agreement shall be in writing and shall be deemed to have been given
5 (five) business days after mailing if sent by registered or certified mail,
when transmitted if sent by facsimile, provided that a copy of the notice is promptly sent by another means specified in this section, or
when delivered if delivered personally or sent by express courier service. All notices shall be sent to the other party at the address set forth on the cover page of this SaaS Agreement.
Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.
No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this SaaS Agreement shall not constitute a waiver of any other or subsequent breach.
If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this SaaS Agreement shall remain in full force.
This SaaS Agreement contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this SaaS Agreement. This SaaS Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.
Sections 3, 6, and 8 through 12 of this SaaS Agreement shall survive the expiration or termination of this SaaS Agreement for any reason.
CMRSL may include Advertiser’s name and logo in its Advertiser lists and on its website. Upon signing, CMRSL may issue a press release announcing the relationship and the manner in which Advertiser will use the CMRSL solution. CMRSL shall coordinate its efforts with appropriate communications personnel in Advertiser’s organization to secure approval of the press release if necessary.
Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the SaaS Services. Advertiser agrees that such export control laws govern its use of the SaaS Services (including technical data) and any services deliverables provided under this Agreement, and Advertiser agrees to comply with all such export laws and regulations. Advertiser agrees that no data, information, technology product programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.
This SaaS Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of Advertiser or upon any other person or entity.
The parties have the status of independent contractors, and nothing in this SaaS Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this SaaS Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.
CMRSL may anonymously compile statistical information related to the performance of the Services for purposes of improving the SaaS service, provided that such information does not identify Advertiser’s data or include Advertiser’s name.
The Parties hereby agree that this Agreement shall be governed by and construed and interpreted in accordance with the laws of India. The Courts at Delhi, India shall have the exclusive jurisdiction to decide the dispute(s), if any, arising between the Parties under this Agreement.
We, [Name of the Advertiser], the Publisher, do hereby agree and accept the ‘Standard Terms and Conditions for Publisher” and the same shall be deemed as signed by us.
Date: [Date of Acceptance]
We, [Cyber Media Research & Services Limited ], the Company, do hereby agree and accept the ‘Standard Terms and Conditions for Publisher” and the same shall be deemed as signed by us.
Date: [Date of Acceptance]
