Standard Terms & Conditions for Telysis Communications Network™
We reserve the right to modify this User Agreement at any time, and without prior notice, by posting amended terms on this website. Your continued use of the Telysis or TITAS Services indicates your acceptance of the amended User Agreement.
Definitions and Interpretation
Client – Means a user that signs up for an Agency, Advertiser or Network profile, a “Client”
Banner – Means any ad promoting the products and/or services of the Client, which will (to the extent possible or desired) be personalized by the Telysis Technology for each user.
Digital Advertisement – Means any ad promoting the products and/or services of the Client that are not a search engine text sponsored ad.
Telysis Account – Means the creation of one or more user accounts on the Telysis platform.
Telysis Network – Means a network of publishers, ad networks and ad exchanges that Telysis uses for the display of Digital Advertisements or Banners.
Telysis Technology – Means technology that allows Telysis to target and re/target users (based on their behavior), and display to them Digital Advertisements or Banners.
Dynamic Ads – Means the ability to show personalized ads populated by data and images pulled from the Client’s website or provided to Telysis by the Client in a data feed.
Client’s Content – Means images, graphics, text, data, link or other objects supplied by the Client to Telysis for inclusion in the Digital Advertisements or Banners.
Telysis Platform – Means the Telysis website and all the tools and capabilities the Client has access to including, creating, launching, monitoring, pausing and stopping a campaign.
Insertion Order – Means each service ordered by the Client (that was not launched by the Client themselves using the Telysis Platform) that indicates the type of service chosen, the duration of the service, the budget, the price and any other particular condition.
Setting up the Service
The Client acknowledges and accepts the technical requirements and the specificity of the service prior to accepting the User Agreement. The Client commits to implement (and continually comply with) the technical requirements for use of the Telysis Technology. These technical specifications include all of the following operations:
i) including the tags supplied by Telysis on the Client’s website;
ii) supplying Telysis with the catalogue files of the Client’s products and services (if applicable) for Telysis to include in the Banners;
iii) supplying Telysis with the Client’s logos for the Digital Advertisements or Banners if Telysis is involved in helping create the Digital Advertisements or Banners. In case of delay in these operations due to the Client, Telysis does not warrant the dates stated in the Insertion Order. Client shall not modify or attempt to modify the codes or any other program of the Telysis Technology.
Display of Digital Advertisements or Banners
The Client acknowledges and accepts that the Digital Advertisements or Banners are displayed on websites (accessible on any support) in accordance with the results of the Telysis Technology and that Telysis has an absolute discretion as to where (and how often) the Digital Advertisements or Banners will be displayed within the Telysis Network and that the Digital Advertisements or Banners can be displayed next to direct or indirect competitors’ Digital Advertisements or Banners. Telysis reserves the right to make changes to the Telysis Technology without notice or compensation to the Client and/or for any reason to cease the display of the Digital Advertisements or Banners. Telysis uses best efforts not to display Digital Advertisements or Banners on websites that are of pornographic, defamatory, obscene or illegal nature, and in the event Client notifies Telysis in writing that the Digital Advertisements or Banners are being displayed on such website, Telysis will promptly remove the Digital Advertisements or Banners.
Client Adjustments, Measurements and Performance
Telysis measures, through its servers, the number of impressions and/or clicks and/or other indicators necessary for calculating the charges under this Agreement. Through an online interface, Client may access those statistics on a daily basis. The statistics are updated within a maximum delay of 48 hours. To access these measurements, Telysis grants the Client access to the Telysis Platform. The Client chooses its password and ID that are personal and confidential. The Client is responsible for the use and storage of its password and ID. Any loss or involuntary disclosure must be immediately notified in writing to Telysis.
The Telysis Platform provides the Client with a great deal of transparency and control into making adjustments to their account(s) and campaigns. Any modifications the Client makes in setting up, budget adjustment, launching, pausing or stopping a campaign are the sole responsibility for the Client. Any charges or costs that are a result of changes made by the Client will be included in the Client’s regular bill and/or invoice from Telysis.
Invoicing and Payment
Setting up an Account with Telysis is free of charge. Telysis has no required minimum spend for use of the Telysis Technology (more advanced Telysis products may come with additional costs and minimums which will be outlined to the Client directly or on the Telysis website. All charges and invoices will be based on Telysis’s measurements and tracking and not based upon those of Client or any other party.
For accounts that have been set up using a credit card, Telysis pre-charges the Client for costs determined or set by the client. Prior to the start or activation of any Digital Advertising or Banner Advertising campaign, Telysis will charge the Clients credit card for the amount necessary for campaign activation.
Should a Client pause a campaign or choose to close their account with Telysis, the client may request a refund of any funds sitting in their account that remains after the campaign is paused. Requests for such funds must be made within 90 days of the pausing or closing of an account with Telysis in order to be eligible for refund. Telysis will credit or refund any amounts remaining on deposit if Client has met all commitments under this Agreement including complete payment for all Services.
For Clients that have signed an Insertion Order with Telysis, Telysis shall send the Client a monthly invoice reflecting the amount owed by the Client to Telysis. The Client acknowledges and accepts that Telysis does not guarantee the budget set up in the Insertion Order will be reached. The Client shall pay the amounts set out in the invoices within 10 days of the date of the invoice.
All payments to Telysis shall be made in United States Dollars and are quoted exclusive of any value added tax which shall be payable at the time and in the manner required by law. Telysis shall be entitled to charge interest on overdue amounts, from the due date up to the date of actual payment, at the annual rate of 10%, whether before or after any judgment. Any claim on the invoice can only be raised within 10 days of receipt.
Telysis has a referral program whereby users have the opportunity to earn commission based on the setup fees of clients they refer into the Telysis system. In order to be eligible for referral earnings a user must have created an account within the Telysis Affiliate system and Client that is being referred must join Telysis using the user’s unique referral link. Telysis agrees to make all referral payments within 7 days after the end of the month in which the referred Client opens an account with Telysis or its subsidiaries. Telysis reserves the right to waive the 7 days period or make adjustments to the referral program at any time and without prior notice.
Neither Party shall acquire any intellectual property right as a result of the Digital Advertisement or Banner display on Telysis Platform. Each Party remains sole owner of the intellectual property rights it owned prior to the conclusion of the Agreement. Telysis is sole owner of the data collected from the Digital Advertisements or Banners as a result of its Technology. The Client acknowledges that Telysis has the right to use and disclose data derived from Client’s use of the Telysis Platform;
(i) as part of its business operations, as long as the use/disclosure of the aggregated data do not individually identify the Client and/or users,
(ii) to operate, manage, test, maintain and enhance the Telysis Service, Telysis Technology and other Telysis products, programs and/or services, and
(iii) if required by court order or law.
For the whole duration of the Agreement, the Client grants Telysis a worldwide, royalty-free, transferable license to use, reproduce and represent the Client trademarks and logos, to display, reproduce, represent the Client Content and any other creative elements of the Digital Advertisements or Banners;
(i) on all supports of the Telysis Network,
(ii) on all documentation promoting the Telysis service.
Telysis shall seek prior authorization from the Client for any press release.
Telysis gives no warranty or condition, express or implied, with respect to any matter and, in particular, but without limitation, expressly disclaims any warranties or conditions of non-infringement or the quality or fitness for any particular purpose of the Telysis Technology, the Telysis Network or any service provided under this Agreement. The Client warrants and represents to Telysis that: (i) it has the right, power and authority to enter into this Agreement and perform its obligations as set out herein; (ii) it has the right to provide the Client Content of the Digital Advertisements or Banners to Telysis for publication, without infringing any rights of any third party including, without limitation, intellectual property rights; (iii) the Client Content complies with the Interactive Advertising Bureau Guidelines Standards & Best Practices and all other applicable law, guidelines and industry codes of practice and any other regulations or statutes which may apply; (iv) the Client Content complies at all times with all applicable laws, statutes, statutory instruments, contracts, or regulations, advertising and marketing codes of practice in any of the jurisdictions where the digital advertisements or banners are displayed; (v) the Client Content does not give access via hyperlinks to any website containing material that is obscene, defamatory or contrary to any applicable law or regulation; The Client shall defend, indemnify, and hold Telysis harmless from and against any suit, proceeding, assertions, damage (direct or indirect), cost, liability, and expenses (including court costs and legal fees), incurred as a result of any breach of this clause or of any claim which if true would be a breach of clause.
Telysis shall not be liable for any special, indirect, incidental, consequential, punitive or exemplary damages in connection with this Agreement, even if the Client has been advised of the possibility of such damages. Telysis shall have no liability, for any failure or delay resulting from any event beyond the reasonable control of Telysis including without limitation to fire, flood, insurrection, war, terrorism, earthquake, power failure, riot, explosion, and embargo. To the maximum extent permitted by the law, Telysis liability under these Terms, for whatever cause, whether in contract or in tort, or otherwise, will be limited to general money damages and shall not exceed the amount corresponding to the last month invoiced to the Client.
Term and Termination
This Agreement shall apply as from the date of the creation of your Telysis Account and shall expire i) upon the cancellation of the Client’s Telysis account either at the client’s request or by Telysis ii) on the date on which the total amount which the Client will pay to Telysis for the Telysis Technology as stated in an Insertion Order is exhausted. The Client may terminate the agreement with immediate effect by written notice to Telysis: (i) if the other commits a material breach of any of its obligations under this agreement and in the case of a remediable breach, fails to remedy it within seven (7) days of the date of receipt of notice from the other specifying the breach and requiring it to be remedied; or (ii) on the occurrence of a Force Majeure Event that has continued for a minimum period of two months. Telysis reserves the right to terminate the agreement with immediate effect at any time and for any reason. Expiration or termination (for any reason) of this Agreement shall not affect any accrued rights or liabilities which either party may then have nor shall it affect any clause which is expressly or by implication intended to continue in force after expiration or termination.
Each party undertakes that it will not at any time hereafter divulge or communicate to any person, except its professional representatives or advisers or as may be required by law or any legal or regulatory authority, the terms and conditions of his contract or any confidential information or contacts concerning the business.
The Client shall not without Telysis prior written consent assign at law or in equity, sub-license or deal in any other manner with this contract or any rights under this contract, or sub-contract any or all of its obligations under this contract or purport to do any of the same.
This User Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina without regard to conflict of laws principles.
This Agreement may be amended only by a written agreement executed by an authorized representative of each party.
The parties acknowledge and accept that electronic format shall be deemed an acceptable means of communication for the execution or sending of an Insertion Order or to modify the terms of an Insertion Order including its renewal.
This Agreement constitutes the complete and entire agreement between the parties and shall supersede any and all other prior understandings, commitments, representations or agreements, whether written or oral, between the parties.
If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or enforceability shall not effect the other provisions of this agreement which shall remain in full force and effect.
In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this agreement or by law, be deemed to be or construed as a waiver of that or any other right, so as to bar the enforcement of that, or any other right, power privilege, claim or remedy, in any other instance at any time or times subsequently.
Telysis, Telysis.net, the Telysis logo, and other Telysis logos and names are trademarks of Telysis Communications Network. You agree not to display or use these trademarks in any manner without Telysis’s prior, written permission. The section titles of this User Agreement are displayed for convenience only and have no legal effect. Please send any questions or comments, or report violations of this User Agreement to:
Telysis Communications Network
Attn: User Agreement Issues
7001 St. Andrews Road
Columbia, SC 29212 USA
This User Agreement constitutes the entire agreement between you and Telysis and governs your use of the Telysis Service, superseding any prior agreements between you and Telysis.