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OPERA MEDIAWORKS SALES

REPRESENTATION AGREEMENT
By signing below, you appoint Huntmads S.A. (hereinafter OPERA MEDIAWORKS) as your nonexclusive sales representative for any mobile inventory not sold by your in-house sales team and agree
that this mobile inventory property or product will include your unique OPERA MEDIAWORKS
source code as a OPERA MEDIAWORKS member according to the terms and conditions contained in
this Advertising Sales Representation Agreement (this "Agreement").
1.

Publisher Obligations and Eligibility Requirements


1. To join and remain in the OPERA MEDIAWORKS network, a publisher must meet
the following Eligibility Requirements. OPERA MEDIAWORKS Eligibility
Requirements are also posted on the OPERA MEDIAWORKS web site
(www.huntmads.com). The following requirements apply to any content that you
publish where you have posted your unique OPERA MEDIAWORKS source code,
including all wap or mobile web pages and mobile applications within those domains
regardless of whether that particular page hosts OPERA MEDIAWORKS source
code or not.
1. Represent specialty content. Mobile applications, portals, search engines,
and sites of links to other people's content do not fit our definition of
specialty content.
2. Provide current, regularly updated content.
3. The site or mobile application must have minimum traffic of 25,000 page
views or 5,000 uniques per month to remain in the OPERA
MEDIAWORKS Network.
4. Have an active, publicly stated privacy policy
5. Agree to our full eligibility requirements and advertising conditions attached
herein.
6. Your site may NOT contain any adult, sexually explicit, or mature content,
use explicit language, or link to adult or sexually explicit content.
7. Your site may NOT allow OPERA MEDIAWORKS ads on any mobile
applications, sites or pages for which you are not directly responsible or any
sites that have not been reviewed and approved by OPERA
MEDIAWORKS.
8. Your site may NOT infringe on any material protected by copyright.
9. Your site may NOT allow timed rotation or auto refresh of OPERA
MEDIAWORKS banners.
2. OPERA MEDIAWORKS requires that all mobile applications, wap and mobile sites
comply with all Federal privacy laws including the Children's Online Privacy
Protection Act. OPERA MEDIAWORKS requires each publisher to designate itself
as having children's or non-children's content as well as designating if they
knowingly collect any personal information from children under the age of thirteen.
It is the publisher's responsibility to notify OPERA MEDIAWORKS in the event that
either their content or their policy on data collection changes. OPERA
MEDIAWORKS reserves the right to change a publisher's designation if, in our
judgment, the publisher's designation does not match site content and demographics.
In addition, OPERA MEDIAWORKS requires that sites have a posted privacy
statement, linked from the home page that reflects the current fair information
practices approved by the U.S. government and prominent Internet industry
organizations.
3. OPERA MEDIAWORKS does not guarantee any specific percentage of paid
advertising to a publisher. "Default Impressions" (impressions served when no paid
advertising is available) are a by-product of our business. Publishers may choose to
redirect all or a portion of their Default Impressions at no additional charge. If a
Publisher does not specify a default redirect, OPERA MEDIAWORKS reserves the
right to utilize these Default Impressions for its sole benefit without compensation to
the Publisher. Such uses may include, but are not limited to, running opt-in visitor
surveys, collecting user data, promoting OPERA MEDIAWORKS products and

2.

3.

services, running test campaigns, running public service announcements, and/or


running "make good" campaigns (make good campaigns are unpaid advertisements
that are run to make-up for the occasional discrepancies that occur during the normal
course of business).
Rates & Revenues
1. OPERA MEDIAWORKS will determine all advertising rates and may change the
rates without notice. You are free to set advertising rates for any advertising sold by
you or members of your staff.
2. Rate information is proprietary and confidential information and it may not be shared
with other advertisers or third parties.
Billing & Payment
1. OPERA MEDIAWORKS will handle all accounting arrangements and provide you
an online summary of the activity on your unique OPERA MEDIAWORKS source
code.
2. Your earnings will equal (1) your Contract Rate times (2) the sum of (a) your gross
advertising billing minus (b) any advertising agency commissions and minus (c)
other expenses. Other expenses are used to cover the fees and risks incurred in order
to fulfill campaigns successfully such as, but not limited to, building creative, ad
serving, data purchase, campaign research, sweepstakes and prize fulfillment,
conversion tracking, foreign currency exchange, cost-of-money, as well as a handling
expense. Other expenses may also include fees such as one-time set-up fees, annual
servicing fees, or licensing fees, which OPERA MEDIAWORKS will recoup by
allocating a fixed fee to all of the appropriate campaigns. OPERA MEDIAWORKS
will pass-through these expenses in the form of a reduced price per unit paid. Such
fees may not be detailed in the contract between OPERA MEDIAWORKS and the
advertiser. This will be the only basis for payment to you for advertising.
3. OPERA MEDIAWORKS pays Publishers via electronic payment at least after net 60
days upon reception of the invoice with the correct amount in it and with the
condition of whether the advertisers have paid OPERA MEDIAWORKS.
1. You will be paid for all campaigns unless you have earned less than your
minimum requested amount (not to be less than $500). Your balance will
carry forward until such time as you have a balance greater than your
minimum requested check amount. OPERA MEDIAWORKS reserves the
right to terminate this agreement if your account goes unpaid due to a failure
to meet the minimum requested check amount ($500) during any six (6)
months period.
2. Payments under $500 for an inactive account will not be made and are
permanently forfeited.
3. NOTE: OPERA MEDIAWORKS WILL NOT MAKE ANY PAYMENTS
TO YOU UNTIL SUCH TIME AS WE HAVE RECEIVED FROM YOU
AN EXECUTED COPY OF THIS AGREEMENT, INCLUDING A
COMPLETED TAX STATUS FORM (Exhibit A.)
4. If OPERA MEDIAWORKS pays any amount to the member by check(s)
and that member has not cashed such checks by 180 days from the
termination of this agreement, then OPERA MEDIAWORKS shall have the
right to reduce any outstanding amount evidence by such check(s) in the
amount of a $250 maintenance fee incurred at the 180th day anniversary of
the termination of this agreement and December 31st of the year and each
year after.
4. Revenue will be calculated based on traffic audits from OPERA MEDIAWORKS'
central server and our platform. OPERA MEDIAWORKS traffic audits will be the
sole source of audience traffic measurement for billing purposes. Some ads may be
shown by a third party server. In that case OPERA MEDIAWORKS may need to
rely on the third party server's traffic audits as the sole source of audience traffic
measurement for billing purposes.
5. You agree not to use, or allow the use of, any deceptive, incentivized, mechanical,
computerized or other artificial means of increasing the number of users,
impressions, page views, click-throughs or any other measure of your traffic.
6. If, in its reasonable judgment, OPERA MEDIAWORKS concludes that there has
been deceptive, incentivized, mechanical, computerized or other artificial means used

4.

5.

to increase impressions, page views, click-throughs, or any other measure of wap or


Mobile web traffic at your wap or mobile web site, OPERA MEDIAWORKS may
terminate this Agreement and seize all of your earnings hereunder, whether they have
been paid out to you or not.
Web Site Advertising.Use of the Publisher Marks
1. Upon execution of this Agreement, you will be given a password which allows you
to access the information on the OPERA MEDIAWORKS Publisher Account Center
(HPAC) You are responsible for the security of your HPAC password and are
responsible for any actions taken by anyone using your password.
2. OPERA MEDIAWORKS will provide you with source code that will display
advertising from its server on your wap or mobile web page(s). Load the code as
prescribed on the HPAC and do not alter it without OPERA MEDIAWORKS
consent. By running our source code, you agree to abide by the terms and conditions
for the advertising set forth in this Agreement and on the HPAC.
3. Subject to the terms and conditions of this Agreement, Publisher hereby grants to
OPERA MEDIAWORKS a right to use its trademarks, names and logotypes. These
right shall be executed responsibly.

Ownership of Data
All data collected by OPERA MEDIAWORKS or advertisers through the OPERA
MEDIAWORKS source code or otherwise from your web site will be the property of OPERA
MEDIAWORKS or the advertiser, as the case may be, and you will have no rights in or to
such data. You hereby acknowledge that information, graphics, and infrastructure provided by
OPERA MEDIAWORKS are the sole property of OPERA MEDIAWORKS and may not be
used without its prior written consent.

6.

Terms and Contract Rate


1. The initial term (the "Initial Term") of this Agreement commences on the Effective
Date and continues until 24 months from the Effective Date.
2. Your Contract Rate will be at the beginning 40%. The business model will be a
variable revenue share which will be according to objectives set per month or
quarters. According to the performance during those dates we are free to manage the
revenue share percentage to achieve the objective.

7.

Termination
OPERA MEDIAWORKS reserves the right at any time and with prior 30 days
notice by e-mail, in its sole and absolute discretion, to terminate this Agreement, or
in lieu of terminating this Agreement, to suspend the marketing of and placement of
advertising for you. If OPERA MEDIAWORKS terminates this Agreement for any
reason other than your breach, then revenue for advertising run through the date of
termination will be payable at the originally agreed upon Contract Rate.

8.

Renewal
If no new Agreement is executed upon this Agreement's expiration, this Agreement will
automatically renew as a month-to-month (non-exclusive) agreement, but pursuant to the
terms and conditions in the then current form of Advertising Sales Agreement posted on the
OPERA MEDIAWORKS web site.

9.

Representations, Warranties and Covenants


You hereby represent, warrant and covenant that (a) use of your publications by OPERA
MEDIAWORKS or any of OPERA MEDIAWORKS 's advertisers will not infringe on any

third party intellectual property rights, including without limitation, United States or foreign
trademarks, patents, copyrights, rights of publicity, moral rights, music performance or other
music-related rights, or any other third-party right, (b) your web site does not and will not
contain any content which violates any applicable law or regulation, and (c) you have all
necessary rights and authority to enter into this Agreement and place advertising on the
publications identified in this Agreement and on, adjoining, or in the vicinity of other web
sites that may be viewed, linked or visited through access to your web site or in any location
where you choose to place your individualized ad code.
10. Indemnification
1. If any claim or suit is brought against OPERA MEDIAWORKS or an advertiser due
to (i) your breach of this Agreement, or (ii) any other act by you, including anything
related to your website, you will assume the defense of any such claim or suit and to
indemnify OPERA MEDIAWORKS and the advertisers against any damages, losses,
expenses and reasonable costs, including attorney's fees, in such suit or claim and in
the reasonable investigation of any allegations of such suit or claim.
2. If any claim or suit is brought against you due to a breach of this Agreement by
OPERA MEDIAWORKS, OPERA MEDIAWORKS will assume the defense of any
such claim or suit and to indemnify you and the advertisers against any damages,
losses, expenses and reasonable costs, including attorney's fees, in such suit or claim
and in the reasonable investigation of any allegations of such suit or claim.
11. Disclaimers, Exclusions and Limitations
1. Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THESE
TERMS AND CONDITIONS, NEITHER PARTY MAKES, AND EACH PARTY
HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR
WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THAT PARTY'S
WEB SITE AND ANY PRODUCT, SERVICE OR INFORMATION THEREON
OR OTHERWISE RELATING TO THESE TERMS AND CONDITIONS,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
NEITHER PARTY WARRANTS THAT ITS WEB SITE WILL OPERATE
UNINTERRUPTED OR ERROR-FREE.
2. Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10,
UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE
OTHER PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THESE
TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM
ANY PROVISION OF THESE TERMS AND CONDITIONS , INCLUDING, BUT
NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR
LOST BUSINESS. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO
EVENT SHALL THE RECEIVING PARTY'S AGGREGATE LIABILITY
ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE
PAYMENTS TO THE DIRECTING PARTY HEREUNDER. THE LIMITATIONS
OF LIABILITY UNDER THIS SECTION 11.B SHALL NOT APPLY TO A
PARTY'S INDEMNIFICATION OBLIGATIONS CONTAINED IN SECTION 10.
12. Governing Law, Venue, Arbitration
1. This Agreement shall be governed by the laws of the Common wealth of
Massachusetts.
2. You hereby irrevocably (i) submit to the nonexclusive jurisdiction of any
Massachusetts state or Federal court sitting in Boston in any action or proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby,
(ii) agree that all claims in respect of such action or proceeding may be heard and
determined in such Massachusetts state court or in such Federal court, and (iii)
waive, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding.

3.

Any claim, controversy or dispute between the parties to this Agreement, their
agents, employees, officers, directors or affiliated agents ("Dispute") shall be
resolved by arbitration conducted by a single arbitrator engaged in the practice of
law, under the then current rules of the American Arbitration Association ("AAA").
The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, not state law, shall govern the
arbitration of all Disputes. The arbitrator shall have authority to award compensatory
damages only. The arbitrator's award shall be final and binding and may be entered
in any court having jurisdiction thereof. Each party shall bear its own costs and
attorneys' fees, and shall share equally in the fees and expenses of the arbitrator. The
arbitration shall occur in Boston, Massachusetts and the laws of Massachusetts shall
govern the construction and interpretation of the Agreement.
13. Successors and Assigns
This Agreement shall be binding on the undersigned, its successors and assigns. You may
assign this Agreement in connection with an assignment, sale or other conveyance of your
web site, provided, however, in connection with such assignment, the assignee must load new
unique OPERA MEDIAWORKS supplied programming code on each page of the web in
which advertising is run in order to identify the new owner for tax reporting purposes.
14. Setoff
In the event OPERA MEDIAWORKS is due any sums under the terms of this Agreement or
for any other services provided by OPERA MEDIAWORKS, OPERA MEDIAWORKS may
collect such amounts from your earnings.
15. Confidential Information
In the course of performing the services contemplated by this Agreement, it may be necessary
for the parties hereto to disclose to each other confidential information. Neither party will,
during or after the term of this Agreement, reveal any such information to any third parties or
use such information for itself or any third party except as authorized in writing by the
disclosing party or as required by applicable law or court order. Each party will take
reasonable precautions to insure that all such information is not disclosed by any of its
employees or agents to any unauthorized persons and will limit disclosure to its employees on
a "need to know" basis. Confidential information does not include information that is, or
subsequently may become within the knowledge of the public generally, through no fault of
the party hereto receiving the information, or information that the receiving party can show
was previously known to it at the time of receipt.
The above provision applies solely to confidential information of you and OPERA
MEDIAWORKS. In the course of providing advertising to your site, advertisers will disclose
to you and OPERA MEDIAWORKS additional confidential information. Advertisers
generally consider all information that they disclose to be confidential, including, but not
limited to, the content of the advertising, the web sites the advertising is run on, the number of
impressions delivered, the fee paid for the advertising, the data collected from users and even
the fact that the advertising was placed on a web site. Advertisers impose strict confidentiality
obligations on anyone receiving such information. With respect to this advertiser confidential
information, you agree to comply with the requirements in the immediately preceding
paragraph. Further, no advertiser confidential information may be disclosed, released, used or
made public in any other way without our prior written consent.
Please indicate your agreement to these terms and conditions by clicking below (for
registration through the internet).
NOTE: IF YOU ARE UNDER 18 YEARS OF AGE, YOU MUST RETURN A HARD COPY OF
THE AGREEMENT TO HUNT MOBILE ADS, CO-SIGNED BY A PARENT OR GUARDIAN,
EITHER BY POST OR FAX.

PLEASE MAIL TO HUNT MOBILE ADS, ATTN: PUBLISHER SERVICES, ARCOS 2215 7TH
FLOOR, CAPITAL FEDERAL, (1428) ARGENTINA.
Huntmads SA
Arcos 2215 7th Floor
CABA (1428)
Buenos Aires - Argentina
Signatures:

Date:
Publisher Signature

Date:
Huntmads SA Signature

Date: