Insertion Order Standard Terms & Conditions

The following Terms and Conditions shall be deemed to be incorporated into any Insertion Order (“IO”) entered into between Opera Software ASA (“Opera”) and the company, advertiser or agency identified in the IO (collectively, "Company"). In case of conflict between these Terms and Conditions and an IO, the latter shall prevail. The IO and these Terms and Conditions constitute a binding contract between Company and Opera and are collectively referred to herein as the “Agreement.”

  1. Terms of Payment. All fees under the Agreement are exclusive of customs, taxes, duties, VAT or excises in any form, all of which shall be borne by Company. The fees shall be paid without set-off, counterclaim, withholding or deduction unless prohibited by any relevant applicable law (including any double taxation convention entered into by the parties’ governments). If Company is required to pay withholding tax on the fees payable to Opera, Company will: (i) pay the fees net of the required withholding tax to Opera; (ii) supply Opera with evidence to the reasonable satisfaction of Opera that Company has accounted to the relevant tax authority for the sum withheld or deducted; and (iii) provide all such assistance as may be reasonably requested by Opera in recovering the amount withheld. In the event Company fails to make timely payment or otherwise breaches the Agreement: (i) any amounts owed shall bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less); (ii) Company will be responsible for all reasonable expense (including attorneys’ fees) incurred by Opera in collecting such amounts; and (iii) Opera reserves the right to suspend performance of its obligations under the Agreement or any other agreement with Company.
     
  2. Provision of Materials. Company will provide the advertising media, links, graphics, icons, and such other items (collectively, “Materials”) as may be necessary for Opera to publish the agreed promotion, link and/or advertisement (“Promotion”). The Materials shall be provided in accordance with Opera’s policies and specifications in effect from time to time, including (without limitation) the manner of transmission to Opera, the lead-time prior to publication, and the requirements set forth herein. Opera shall not be required to publish any Materials that are not received in accordance with such specifications and reserves the right to charge Company, at the rate specified in the IO, for inventory held by Opera pending receipt of acceptable Materials from Company which are past due. Company hereby grants to Opera a non-exclusive, royalty-free, worldwide, fully paid license to store, use, reproduce and display the Materials (and the contents, trademarks and brand features contained therein) in accordance herewith.
     
  3. Browser Properties. Where the Promotion is targeted in the IO for inventory in an Opera web browser (i.e., default bookmarks, start page links, speed dials, etc.), the following shall apply: (i) Company shall provide Opera with a separate, unique link for each agreed Opera web browser property listed in the IO; (ii) Company shall ensure that the link(s) are functional and lead to the promoted web property; (iii) Company shall ensure that the promoted web property is fully compatible with the identified Opera web browser; (iv) Opera may use a tracking URL within the Opera web browser to direct traffic to the Company supplied link(s); and (v) Opera reserves the right to discontinue or change its implementation of any Opera web browser feature at any time and for any reason.
     
  4. Right to Reject. Opera reserves the right to reject or cancel any Promotion (or any element thereof), IO, campaign, URL or other link, space reservation or position commitment, at any time, for any reason whatsoever, including belief by Opera that the relevant Promotion or other activity may subject Opera to criminal or civil liability or is materially adverse to Opera’s business interests. The fact that Opera has not rejected a Promotion shall in no way reduce, limit or otherwise affect Company’s responsibility and obligations under this Agreement. In the event Opera exercises its right to reject hereunder, Opera shall notify Company in writing.
     
  5. Delivery; Usage Statistics. Unless specified otherwise in the IO, Opera makes no guarantees with respect to usage statistics, levels of impressions, click-throughs, leads generated or actions taken (including without limitations, completed program downloads) for any Promotion. Specifically with respect to program downloads, Company acknowledges that Opera measures only initiated downloads, and cannot measure completed downloads. Possible reasons for differences between reported initiated and reported completed downloads include, but are not limited to: (a) mobile device connection failures, (b) inconsistency in download directories among mobile devices, and (c) failures of applications to operate on certain mobile devices.
     
  6. Reporting. Unless reporting by Company is expressly agreed to in the IO, the following shall apply: (a) Company acknowledges that delivery statistics provided by Opera are the definitive and binding measurements of Opera’s performance on any delivery obligations provided in the IO; (b) no other measurements or usage statistics (including those of Company) shall be accepted by Opera or have bearing on the Agreement; (c) Opera shall own all campaign data obtained as a result of display of Promotions, including click through rates, conversion rates, and any user data (“Campaign Data”); and (d) Company may use Campaign Data only as reasonably necessary to fulfill its obligations under this Agreement, and shall comply with all applicable laws in using Campaign Data.
     
  7. Privacy, Use of Data. Company shall comply with all applicable privacy laws and regulations. In particular, Company shall ensure: (a) that all sites linked to via Promotions conspicuously post a privacy policy that at a minimum (i) describes how the site operator collects, uses, stores and discloses information obtained from visitors to such site, and (ii) instructs visitors how to opt-out of the collection of such information; (b) compliance at all times with the privacy policies described in sub-section (a); and (c) the usage of reasonable means to protect the security of users’ personal information collected through sites linked to by Promotions, such as encryption and password access. Opera reserves the right to terminate this Agreement immediately in the event of a violation of this Section or, if in the reasonable determination of Opera, the subject privacy policy(ies) do not adequately disclose information collection practices.
     
  8. Advertising Standards. All Promotions must comply with advertising laws, regulations and industry standards in the territory in which the Promotions are displayed. Promotions shall not contain any item that is misleading, inaccurate, or that makes fraudulent or unfair competitive claims or that makes insufficiently supported claims or claims that distort the true meaning or practical application of statements made. Additionally, the Promotions may not contain or promote material that contains malware of any kind, including without limitation viruses, worms, Trojans, spyware, or adware, nor material that is offensive or which violates any provision of applicable law and regulations (including but not limited to, libel, copyright, trademark, right of privacy, etc.). Promotions must comply with standards of decency and good taste. Opera will decide, in its sole discretion, whether the content, material or services provided in or through Company complies with these standards. Opera may change these guidelines at any time upon prior written notice to Company. Company agrees to cooperate in promptly editing, changing or stopping, any Promotion that Opera in good faith believes to be in violation of these advertising standards.
     
  9. Company Representations. Company represents, warrants and covenants that it holds the necessary rights to permit the use of the Materials by Opera and that none of the Materials provided by Company will: (a) infringe on any third party’s copyright, patent, trademark, trade secret, right of privacy or other proprietary rights or intellectual property rights; (b) violate any law, statute, ordinance or regulation; (c) be defamatory or trade libelous; (d) be pornographic or obscene; or (e) contain viruses, Trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines.
     
  10. Indemnification. Company agrees, at its own expense, to indemnify, defend and hold harmless Opera, its subsidiaries, and their employees, representatives, agents and affiliates, against any and all expenses, losses or liability of any kind (including reasonable attorneys’ fees and costs) incurred in connection with any claims, administrative proceedings or criminal investigations of any kind arising out of the breach of any of Company’s representations, warranties or covenants hereunder and/or the publication of Company’s Promotions and/or any site, material, product or service to which users can link through such Promotions (including without limitation, any claim of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices).
     
  11. Disclaimer of Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ALL SERVICES ARE PROVIDED BY OPERA “AS IS” AND OPERA HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING OPERA’S SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
     
  12. Limitation of Liability. IN THE EVENT OPERA FAILS TO PUBLISH A PROMOTION IN ACCORDANCE WITH THE IO IN ANY RESPECT, THE SOLE LIABILITY OF OPERA TO COMPANY AND COMPANY’S SOLE REMEDY SHALL BE LIMITED TO, AT OPERA’S SOLE DISCRETION, EITHER: (I) A PRO RATA REFUND OF THE FEE PAID; (II) PLACEMENT OF THE PROMOTION AT A LATER TIME IN A COMPARABLE POSITION; OR (III) EXTENSION OF THE TERM OF THE IO UNTIL THE CONTRACTED IMPRESSIONS ARE DELIVERED. IN NO EVENT SHALL OPERA BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THE AGREEMENT OR PUBLICATION OF ANY PROMOTIONS, EVEN IF OPERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
     
  13. Notice. All notices, consents and approvals required or permitted to be given under the Agreement shall be delivered in writing to the address set forth in the IO either by hand, by courier, by facsimile or by email. Notice will be deemed to have been received and effective: (a) if delivered by hand or courier, at the time of delivery; and (b) if delivered by facsimile (transmission confirmed) or email, immediately if transmitted during regular business hours in the recipient’s country (and otherwise upon resumption of such business hours following transmission).
     
  14. Miscellaneous. This Agreement: (a) may be amended or assigned only by a written agreement executed by an authorized representative of each party; and (b) constitutes the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties. Neither party will make any public announcement regarding the existence or content of the Agreement without the other’s written approval. Any right or obligation of Opera under the IO or these Terms and Conditions may be exercised, undertaken and/or enforced by its wholly owned subsidiary and advertising technology provider AdMarvel, Inc. or its other subsidiaries. Any additional or different terms and conditions included on any documentation or purchase order provided by Company will be null and void. Except as otherwise expressly provided in the IO, the Agreement is non-cancelable by Company.
     
  15. General. In the event that any provision of the Agreement is held by a court or government agency to be void, voidable, or unenforceable, the remaining portions hereof shall remain in full force and effect. All outstanding payment obligations, Sections 1, 7, 9 through 15, and such other provisions which by their nature should survive, will survive any termination or expiration of this Agreement. The Agreement may be executed in counterparts, via telefacsimile or exchange of PDF or similar electronic document format, each of which shall constitute an original but all of which taken together shall constitute one and the same agreement. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. All rights and remedies hereunder are cumulative.
     
  16. Choice of law. Venue. The Agreement shall be governed by and construed in accordance with Norwegian law, without giving effect to principles of conflicts of law. Both parties consent to the exclusive jurisdiction of the courts located in Oslo, Norway with respect to any legal proceeding arising in connection with this Agreement.

Prior versions

November 26, 2012 and earlier