Last Updated on 15 March 2022
THIS LMX Master Terms and Conditions (including any terms set forth in an Order Form, Annexure, schedule addendum hereto) ("Agreement"), effective as of the date of last signature below (“Effective Date”), is entered into by and between Location Media Exchange Pte. Ltd. (UEN: 201938421R) (hereinafter called “LMX”), having a principal place of business at 14, Robinson Road # 8-02, Far East Financial Building, Singapore 048545, and the entity executing this Agreement (hereinafter called “Publisher”), (LMX and Publisher, the "Party" or "Parties").
By accepting these LMX Master Terms and Conditions (“Master Terms”) and establishing an online account (the “Account”) with LMX on its Publisher software (“LMX Services”), the publisher establishing the Account (“Publisher” or “you”) acknowledges and agrees that it is forming a valid and binding agreement between LMX and Publisher.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, LMX and Publisher hereby agree as follows:
In this Agreement except to the extent expressly provided otherwise:
"Agreement" means this Master Terms including any Schedules, and any amendments to this Agreement from time to time;
“Account” means online account with LMX Software
"Business Day" means any weekday other than a bank or public holiday in Territory;
"Business Hours" means the hours of 09:30 to 17:30 Territory Standard Time on a Business Day;
“OOH” means Out of Home
"Schedule" means any schedule attached to the main body of this Agreement;
“Publisher” or “you” means the publisher establishing the Account
“Media Revenues” means the total Publisher revenues for out-of-home advertising inventory sold and delivered by LMX to Advertisers via LMX’ proprietary platform. The exact amount of the Media Revenues depends on the amount of inventory bought by Advertisers and the cost of the inventory to LMX as defined in LMX’ proprietary platform.
“Territory” means the country defined in the signing page of this Agreement.
“Gross Revenue” is the Cost of Media as shown on the platform and payable by the Agency or Advertiser on the face of any invoice, including the deduction of any commissions or rebates shown on the face of the invoice.
“Net Revenue” is the Gross Revenue less:
any discounts; agency or advertiser commissions or other rebates whether by a
any applicable taxes
subsequent credit note or other deductible whether in terms of cash or additional free space where the rebate or discount is based upon an overall volume of spend over a period of time
Publisher will make an estimate of the total rebate or discount due over the period as a % of gross media and deduct that % from gross media. At the end of the period there will be a reconciliation as to the total amount of rebate or discount due to the agency or advertiser and net revenue over the period adjusted accordingly.
1.1 The term of this Agreement shall commence on the date that Publisher establishes an account with LMX (the “Eﬀective Date”) for an initial period defined in the “Order form” . Following the Initial Term, this Agreement will automatically renew for successive twelve  month periods (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either Party gives the other Party at least thirty  days’ advance written notice of termination before the end of the Initial Term or then-current Renewal Term.
2.1 Eligibility. You represent that you have the authority and legal capacity to enter into a contract in the jurisdiction where you reside.
2.2 Account. To access the LMX Services, you must establish an Account. You can create an Account by completing the registration process as directed by LMX.
2.3 Account Security. Maintaining account security is very important. You are entirely responsible for maintaining the conﬁdentiality of your Account password. You agree to notify LMX immediately if you believe that an Account password may have been compromised.
2.4 Account Sharing or Transfers. You may not share or transfer any Account, except that you may permit your company officers and employees to use an Account registered to you so long as you accept full responsibility for the conduct of the officers and employees. You may not disclose your password to anyone else.
2.5 Additional descriptions of the services and obligations of the Parties are also referenced in the proposal and/or scope of work document <<SOW/Proposal>> dated <<Day of Month , Year>> as agreed between the Parties.
3.1 LMX shall submit all orders for Media to Publisher, (each a "Purchase Order "or ”Media Booking Order”) and include in each Purchase Order:
3.1.1 each Media it is ordering, identified by Billboard Identification number (Billboard ID),
3.1.2 the amount and duration of each Media it is ordering,
3.1.3 the unit price of each Media it is ordering,
3.1.4 the charge date (“Delivery Date”), allowing reasonable time for Publisher to receive, review, process the Purchase Order.
5.3.1 set off and deduct the outstanding amount in whole or in part from any payment due from it to Publisher; and/or
5.3.2 debit the outstanding amount in whole or in part from Publisher's Account(s) (or any other account of Publisher held with LMX); and/or
5.3.3 deduct the outstanding amount in whole or in part from subsequent credits to Publisher's Account(s); and/or
5.4 Publisher represents and warrants that no one other than Publisher has any claim in respect of any Transaction submitted hereunder except as authorized in writing by LMX.5.3.4 claim from Publisher the outstanding amount in whole or in part.
6.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:6.1.1 thirty  days’ notice to the other party after serving the Initial Term; or6.1.2 ninety  days’ notice to the other party during the Initial Term.
6.2.1 the other party commits any material or non-material breach of this Agreement and the breach is not remediable;6.2.2 the other party commits any material or non-material breach of this Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of thirty  days following the giving of a written notice to the other party requiring the breach to be remedied; or
6.2.3 the other party persistently breaches this Agreement (irrespective of whether such breaches collectively constitute a material breach).6.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
6.3.1 the other party:
18.104.22.168 is dissolved;22.214.171.124 ceases to conduct all (or substantially all) of its business;126.96.36.199 is or becomes unable to pay its debts as they fall due;188.8.131.52 is or becomes insolvent or is declared insolvent; or6.3.2 an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;184.108.40.206 convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
6.3.3 an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement).
7.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Those provisions and clauses that by their nature are intended to survive termination or expiration of this Agreement shall so survive
7.2 Unless any pending Orders are also expressly terminated as permitted by this Agreement and/or the relevant Orders, upon expiration or termination of this Agreement for any reason, all Orders then in effect hereunder and all license rights granted pursuant to this Agreement on any Order will continue in accordance with their terms, in which case this Agreement will continue in effect with respect to such pending Order until the completion of such Order. Without prejudice to the rights and remedies which a Party may have in law or equity against the defaulting party for any antecedent breach of this Agreement, upon the expiry or termination of this Agreement: -
7.2.1 Parties shall continue to serve any Orders raised under this Agreement;
7.2.2 Parties shall continue to pay to the other, any outstanding balance based on LMX’s Payment Collection Report as at the date of termination of this Agreement; and
7.2.3 the appointment of and the use of the rights granted to LMX by Publisher shall cease to exist subject to at least six  months sell-off period for Parties to fulfill and complete all its Orders undertaken by LMX and accepted by Publisher, prior to the date of the termination of this Agreement.
7.3 Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights and pre-termination obligations of either party.
8.1.1 disclose the Confidential Information of the Disclosing Party to any third party, using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care or
8.1.2 use such information for any purpose other than to perform its obligations under this Agreement (including the Research Plans).
9.1 Intellectual property rights (“IPRs”), titles or ownership of any software products, proprietary information or technology will not be transferred from one company to another on account of use of the same as part of any work under this Agreement and shall always remain with the original owner of the same.
9.2 The Parties will individually maintain separate ownership rights in inventions / improvements in their respective software during execution of work; provided they do not incorporate the other party’s or Client’s intellectual property/ Proprietary information into it.