Advertising Terms & Conditions

For purposes of these Terms:

2.1 “Advertising Platform”

Means Netgrawl Advertising and the systems, interfaces, processes and services through which advertising opportunities are presented, requested, managed, scheduled, delivered and reported.

2.2 “Advertising Inventory”

Means advertising placements or opportunities made available through Netgrawl-owned properties and, where applicable, third-party publisher properties participating in the Netgrawl Advertising network.

2.3 “Campaign”

Means an advertising campaign requested or purchased by an Advertiser and accepted by Netgrawl.

2.4 “Campaign Confirmation”

Means the written or electronic confirmation issued by Netgrawl setting out the accepted campaign details, which may include the campaign dates, placements, formats, creative materials, pricing, targeting, deliverables and other applicable conditions.

2.5 “Commitment”

Means the amount payable by an Advertiser to participate in an applicable advertising package or programme.

2.6 “Advertising Credit”

Means a non-cash credit made available to an eligible Advertiser for the purchase of qualifying future advertising services.

2.7 “Future Advertising Credit”

Means advertising credit included as part of an applicable Founding Advertiser package and redeemable during the stated redemption period.

2.8 “Rate Lock”

Means an applicable protection against increases to specified advertising rates for eligible future purchases during the period stated in the applicable package.

2.9 “Founding Advertiser”

Means an advertiser accepted by Netgrawl into the Netgrawl Advertising Founding Advertiser programme during the applicable founding period.

2.10 “Founding Rate”

Means the applicable advertising rate or rate basis protected by a Founding Advertiser package, subject to the scope and exclusions stated in these Terms and the relevant package.

2.11 “Category Exclusivity”

Means an agreed restriction on qualifying competing advertising within a defined product, service or market category, as expressly confirmed by Netgrawl.

2.12 “Qualifying Netgrawl Platforms”

Means Netgrawl-owned or controlled digital properties that Netgrawl designates as eligible for a particular advertising package or credit redemption.

2.13 “Redemption Period”

Means the period within which an Advertising Credit must be used as specified in the applicable package.

2.14 “Total Direct Value”

Means Netgrawl's stated commercial valuation of the combined benefits associated with an advertising package. It is not a cash balance, cash-equivalent entitlement, refund amount or guarantee of equivalent cash expenditure.

These Terms apply to:

• advertising packages
• campaign requests
• advertising placements
• advertising credits
• campaign landing pages
• creative services
• campaign management
• promotional services
• sponsored content
• advertising placements on Netgrawl-owned properties
• eligible third-party publisher inventory
• Founding Advertiser benefits
• related advertising services provided by Netgrawl.

Individual campaigns may also be subject to:

1. 1.the applicable package description
2. 2.the Netgrawl Advertising Policies
3. 3.the Campaign Confirmation
4. 4.applicable creative specifications
5. 5.third-party publisher requirements
6. 6.any additional written terms agreed between Netgrawl and the Advertiser.

5.1 Campaign Request

An Advertiser may initiate a campaign by selecting an applicable package or advertising opportunity and submitting the requested campaign information.

A campaign request may include:

• advertiser information
• campaign objective
• selected package
• campaign dates
• target audience
• advertising format
• creative materials
• landing page
• product or service information
• destination URL
• budget or credit allocation
• contact information
• other information reasonably required by Netgrawl.

5.2 No Automatic Acceptance

Submission of a campaign request does not mean that Netgrawl has accepted the campaign.

Netgrawl may:

• approve the campaign
• request additional information
• request creative changes
• propose alternative placements
• propose alternative dates
• reject the campaign
• place the campaign on hold pending clarification or payment.

5.3 Campaign Confirmation

A campaign is confirmed only when Netgrawl communicates acceptance of the campaign.

The Campaign Confirmation may supersede general descriptions where the two documents conflict with respect to the specific campaign.

5.4 Inventory Availability

All advertising placements are subject to availability.

A package does not necessarily guarantee that a particular placement, position, publisher, format or date will always be available.

Where the requested inventory is unavailable, Netgrawl may offer a reasonable alternative.

Netgrawl may offer advertising packages containing combinations of:

• advertising placements
• initial campaign flights
• advertising credits
• discounts
• rate protections
• creative services
• landing-page services
• campaign management
• reporting
• support
• recognition
• promotional opportunities
• category advantages
• other benefits.

Package benefits are specific to the package purchased and may not be exchanged for cash unless Netgrawl expressly agrees otherwise in writing.

The package purchased governs the benefits available to the Advertiser.

The Founding Advertiser Programme is a limited commercial programme designed for advertisers joining Netgrawl Advertising during its founding period.

Founding Advertiser benefits are available only to Advertisers whose participation has been accepted by Netgrawl during the applicable offer period.

Unless otherwise expressly stated:

• founding benefits are not transferable
• founding benefits are not redeemable for cash
• advertising credits cannot be withdrawn as cash
• package benefits cannot be combined with another promotion unless expressly permitted
• benefits may be subject to inventory availability
• benefits may be subject to reasonable operational limitations
• certain benefits may require advance scheduling.

Netgrawl may limit the number of available places for any package.

Where a package is described as having “limited slots”, availability is determined by Netgrawl and may depend on category, inventory, operational capacity or other commercial considerations.

9.1 Nature of Advertising Credits

Advertising Credits are promotional commercial credits that may be applied toward qualifying future advertising services.

Advertising Credits:

• have no cash value
• are not redeemable for cash
• are not deposits
• do not constitute a banked monetary balance
• are generally non-transferable
• may not be sold or resold
• may only be used for qualifying services.

9.2 Redemption

Credits must be redeemed within the Redemption Period specified by the applicable package.

Unused credits after expiry will ordinarily lapse without compensation.

9.3 Qualifying Services

Netgrawl may specify which advertising services, inventory, formats or platforms qualify for credit redemption.

Unless expressly stated otherwise, credits may not automatically be used for:

• third-party production costs
• taxes
• third-party publisher charges
• special production requirements
• extraordinary technical development
• external media purchases
• services expressly excluded by the applicable package.

9.4 Credit Availability

Credits are subject to campaign approval and advertising inventory availability.

Possession of an Advertising Credit does not guarantee a particular advertising placement.

Where a package includes a Rate Lock or advertising discount:

• the benefit applies only to eligible advertising purchases
• the applicable period begins from the date specified by Netgrawl or the package
• discounts do not automatically apply to taxes or third-party costs
• discounts do not automatically apply to custom services unless expressly stated
• discounts generally cannot be combined with another discount
• the benefit remains subject to campaign approval and inventory availability.

10.1 Lifetime Rate Lock

Where a package expressly provides a Lifetime Founding Rate Lock, the benefit is intended to protect the eligible Advertiser against standard rate increases for qualifying advertising services after the founding period.

It does not automatically guarantee that:

• every future advertising product will be offered at the same rate
• future products or platforms will have identical pricing structures
• custom services will be provided at historical rates
• third-party publisher inventory will be available at Netgrawl's historical rates.

The precise scope of a Lifetime Founding Rate Lock may be recorded in the Advertiser's Campaign Confirmation or package confirmation.

Where an advertising package includes Category Exclusivity, Netgrawl will define the applicable category in the Campaign Confirmation or other written confirmation.

Category Exclusivity may be limited by:

• product category
• service category
• advertising placement
• platform
• geographic market
• campaign period
• other agreed parameters.

Unless expressly agreed otherwise, exclusivity does not prevent:

• existing campaigns already contracted before the exclusivity became effective
• non-commercial platform notices
• Netgrawl's own promotional content
• editorial content
• public-service notices
• legally required communications
• advertising that Netgrawl reasonably determines does not constitute direct competition.

Category Exclusivity applies only to qualifying advertising inventory controlled by Netgrawl.

Netgrawl cannot guarantee exclusivity over independent third-party websites, external media, search engines, social networks or advertising channels outside its control.

Netgrawl may provide campaign management services including:

• campaign planning
• inventory allocation
• campaign setup
• creative implementation
• targeting configuration
• scheduling
• campaign monitoring
• creative rotation
• reporting
• campaign support.

The specific services available depend on the package purchased.

13.1 Setup SLAs

Where a package states a setup turnaround such as:

• 72 hours
• 48 hours
• 24 hours
• same-day setup

the stated period is a target setup turnaround, not a guaranteed publication time.

The target begins only after Netgrawl has received:

1. 1.the required payment
2. 2.complete campaign information
3. 3.approved creative materials
4. 4.any required landing-page information
5. 5.any other information reasonably required to activate the campaign.

The setup target may be extended where campaign review, technical implementation, inventory availability, third-party approval or advertiser delays require additional time.

The Advertiser is responsible for ensuring that all submitted creative materials:

• are accurate
• comply with applicable law
• comply with the Advertising Policies
• do not infringe third-party rights
• are technically suitable
• do not contain malicious code
• do not mislead users
• are suitable for the intended audience.

Netgrawl may reject or request changes to creative materials.

Creative materials may include:

• banners
• images
• videos
• animated units
• interactive assets
• copy
• logos
• promotional materials
• other advertising assets.

Where a package includes creative support or custom creative production, the scope is limited to the deliverables expressly included in the package.

Netgrawl may require:

• brand assets
• logos
• product information
• approved copy
• product images
• brand guidelines
• other materials necessary to produce the creative.

The Advertiser is responsible for reviewing and approving final creative materials before publication.

Unless otherwise agreed, additional creative production outside the package may incur additional charges.

Where a package includes a campaign landing page, Netgrawl will develop the landing page according to the scope applicable to that package.

Landing-page services may include:

• page structure
• design
• copy arrangement
• responsive implementation
• lead or CTA functionality
• basic analytics
• campaign-specific content.

Unless otherwise agreed, the package does not include unlimited revisions, complex application development, e-commerce implementation, custom backend development or third-party integrations.

The Advertiser remains responsible for the accuracy and legality of information supplied for the landing page.

Where a package provides a defined number of creative swaps, those swaps must be used during the applicable campaign period unless otherwise agreed.

A “creative swap” means replacing or materially changing an advertising creative used in an active campaign.

Netgrawl may impose reasonable operational limits on the timing and frequency of creative changes, particularly where changes require technical implementation or approval.

Where a package provides unlimited creative swaps, “unlimited” means the Advertiser may request ongoing creative changes within the applicable campaign period, subject to reasonable operational, technical, policy and production limitations.

Netgrawl may reject, delay, suspend or remove a campaign where:

• it violates the Advertising Policies
• it may violate applicable law
• advertiser information cannot be adequately verified
• required payment has not been received
• creative materials are technically unsuitable
• the campaign presents security risks
• the campaign may cause significant user harm
• the advertiser has provided materially misleading information
• the landing page is unsuitable
• the campaign conflicts with publisher requirements
• the campaign conflicts with existing contractual commitments
• inventory is unavailable
• Netgrawl reasonably determines that publication would create material legal, operational or reputational risk.

Where reasonably practicable, Netgrawl will provide the Advertiser with an explanation and an opportunity to correct the issue.

However, Netgrawl is not required to publish advertising that it reasonably believes should not be published.

The Advertiser is responsible for:

• the products and services advertised
• the truthfulness of advertising claims
• pricing claims
• promotional claims
• regulatory compliance
• customer support relating to the advertised product or service
• fulfilment of advertised offers
• the legality of the advertiser's business
• intellectual-property rights
• permissions for submitted content
• the destination website or application.

Netgrawl's acceptance of an advertisement does not constitute endorsement, certification or verification of the advertiser's claims.

Netgrawl may, now or in the future, make advertising inventory available through third-party publishers.

Third-party publisher inventory may be subject to:

• separate publisher policies
• publisher approval
• publisher pricing
• technical requirements
• availability
• geographic limitations
• audience restrictions
• additional contractual terms.

Where third-party inventory is involved, Netgrawl cannot guarantee continued availability or control every aspect of the third-party publisher's platform.

A third-party publisher may independently reject or remove advertising.

Netgrawl does not guarantee:

• a minimum number of impressions
• clicks
• conversions
• leads
• sales
• revenue
• downloads
• registrations
• engagement
• return on advertising spend
• audience growth
• any particular commercial outcome

unless expressly stated in a written Campaign Confirmation.

Advertising performance depends on factors including:

• audience behaviour
• creative quality
• offer attractiveness
• landing-page experience
• seasonality
• market conditions
• competition
• device and network conditions
• inventory availability
• factors outside Netgrawl's control.

Where reporting is included in an applicable package, Netgrawl may provide performance information such as:

• campaign duration
• impressions
• clicks
• engagement
• creative performance
• placement performance
• other available campaign metrics.

Reporting methodology may differ between platforms, publishers and advertising formats.

Third-party reporting may be subject to the accuracy and availability of data supplied by the relevant publisher.

Netgrawl does not warrant that all advertising environments will provide identical metrics.

Unless otherwise expressly agreed or required by applicable law:

• Advertising Credits are not refundable for cash
• expired Advertising Credits are not refundable
• used campaign value is not refundable
• completed creative or landing-page work is not refundable merely because the Advertiser later decides not to use it
• package benefits cannot be converted into cash.

Nothing in these Terms excludes rights that cannot lawfully be excluded.

An Advertiser may request an upgrade to a higher package.

Any upgrade will be subject to:

• package availability
• payment of the applicable difference
• Netgrawl's confirmation
• any revised package conditions.

Downgrades are not automatic and may not result in a refund of the difference between packages.

Previously used package benefits may not be restored or converted into cash following a downgrade.

Unless Netgrawl expressly agrees otherwise in writing, advertising packages, Founding Advertiser status, Advertising Credits, discounts, rate locks and other package benefits are personal to the accepted Advertiser and may not be:

• sold
• assigned
• transferred
• resold
• sublicensed
• transferred to another company or brand.

Netgrawl may permit a transfer following a corporate restructuring, acquisition or other legitimate business transaction at its discretion.

Where an advertising package includes sponsored articles, editorial features or similar content, publication is subject to:

• editorial review
• advertising policies
• factual accuracy
• legal requirements
• available editorial capacity
• applicable disclosure requirements.

Sponsored content may be identified as sponsored, promoted, paid or commercial content where appropriate.

Netgrawl does not guarantee that editorial or sponsored content will remain permanently available.

To the extent permitted by applicable law, the Advertiser agrees to indemnify and hold harmless Netgrawl, its affiliates, officers, employees, contractors and participating publishers from claims, losses, liabilities, damages, costs and reasonable expenses arising from:

• the Advertiser's products or services
• unlawful conduct by the Advertiser
• infringement of third-party intellectual-property rights
• misleading or inaccurate advertising claims
• breach of these Terms
• breach of the Advertising Policies
• unauthorised use of third-party materials
• claims arising from the Advertiser's landing page or advertised offer.

This provision does not apply to the extent that a claim results directly from Netgrawl's own wilful misconduct or other liability that cannot lawfully be excluded.

Netgrawl may suspend or terminate an Advertiser's access to advertising services where:

• payment obligations are not satisfied
• the Advertiser materially breaches these Terms
• the Advertiser repeatedly violates the Advertising Policies
• the Advertiser provides materially false information
• the Advertiser engages in unlawful conduct
• continued participation presents material legal or reputational risk
• the Advertiser becomes insolvent or ceases business operations
• continued service becomes impracticable.

Where appropriate, Netgrawl may provide an opportunity to remedy a breach before termination.

Serious breaches may result in immediate suspension or termination.

Upon termination:

• active campaigns may be suspended or removed
• unused Advertising Credits may be cancelled where termination results from the Advertiser's material breach
• Founding Advertiser recognition may be withdrawn
• package benefits may cease
• unpaid amounts remain payable
• provisions intended to survive termination will continue to apply.

Termination does not automatically release the Advertiser from obligations accrued before termination.

Netgrawl may collect and process advertiser information necessary to:

• process campaign requests
• verify advertisers
• manage campaigns
• process payments
• provide support
• deliver reporting
• communicate with advertisers
• comply with legal and regulatory obligations.

Where campaign targeting or other services involve personal data, the parties will comply with applicable privacy and data-protection requirements.

Advertisers must not provide Netgrawl with personal data unless the Advertiser has a lawful basis and the appropriate rights and permissions to do so.

Where applicable, Netgrawl's Privacy Policy will govern personal-data processing.

Each party may receive confidential information from the other in connection with advertising services.

Each party agrees to use reasonable care to protect confidential information and not disclose it except:

• to personnel or contractors who need it for the relevant service
• where required by law
• where necessary to provide the advertising service
• with the other party's consent
• where the information is already publicly available without breach.

This provision does not prevent Netgrawl from sharing information with publishers, service providers or contractors where reasonably necessary to deliver the campaign.

To the maximum extent permitted by applicable law, Netgrawl will not be liable for:

• indirect or consequential losses
• loss of profits
• loss of revenue
• loss of anticipated business
• loss of goodwill
• loss of opportunity
• loss of customers
• loss caused by third-party publishers
• loss caused by external platforms
• loss caused by market conditions
• losses resulting from advertising performance that does not meet the Advertiser's expectations.

Netgrawl's aggregate liability arising from a particular advertising engagement will, to the extent permitted by law, be limited to the amount actually paid by the Advertiser to Netgrawl for the affected advertising service during the applicable campaign or package period.

Nothing in these Terms excludes liability that cannot legally be excluded.

Netgrawl will not be responsible for failure or delay caused by circumstances beyond its reasonable control, including:

• network failures
• hosting failures
• cybersecurity incidents
• platform outages
• power disruptions
• telecommunications failures
• natural disasters
• public emergencies
• governmental actions
• regulatory restrictions
• industrial disputes
• third-party publisher failures
• external service-provider failures
• other events beyond Netgrawl's reasonable control.

Where reasonably possible, Netgrawl will work with the Advertiser to mitigate the effect of such events.

Netgrawl may make reasonable changes to:

• placement
• technical implementation
• format
• scheduling
• publisher allocation
• creative presentation
• campaign configuration

where necessary to improve delivery, comply with policy, accommodate technical limitations or respond to inventory changes.

Netgrawl will seek to preserve the commercial intent of the campaign where reasonably possible.

Material changes affecting the Advertiser's principal campaign objective will, where practicable, be communicated to the Advertiser.

Netgrawl may modify, expand, replace or discontinue:

• advertising formats
• platforms
• inventory
• targeting options
• reporting features
• campaign tools
• publisher relationships
• other components of Netgrawl Advertising.

Where an Advertiser has a valid package benefit affected by such a change, Netgrawl may provide a reasonably comparable alternative where practicable.

Where an applicable package provides official Founding Advertiser recognition, the Advertiser authorises Netgrawl to display:

• its name
• logo
• brand identity
• website link
• founding status
• other approved brand information

for the purpose of recognising its participation in the Founding Advertiser Programme.

Netgrawl may remove such recognition if the Advertiser's founding status is terminated or withdrawn.

Unless an Advertiser expressly objects in writing, Netgrawl may identify the Advertiser as a Netgrawl Advertising customer or Founding Advertiser in:

• corporate materials
• case studies
• presentations
• investor or partnership materials
• website materials
• social media
• advertising materials
• other promotional communications.

Where an applicable package expressly includes a specific promotional benefit, that benefit will be provided according to the package terms.

Netgrawl will not imply that the Advertiser endorses Netgrawl beyond the factual relationship between the parties.

Netgrawl may communicate with Advertisers through:

• email
• the advertising platform
• telephone
• messaging applications
• campaign-management channels
• other contact information supplied by the Advertiser.

The Advertiser is responsible for maintaining accurate contact information.

An Advertiser should ensure that communications from Netgrawl can be received by its designated campaign contact.

Participation in Netgrawl Advertising does not create:

• a partnership
• joint venture
• employment relationship
• agency relationship
• fiduciary relationship

between Netgrawl and the Advertiser.

An Advertiser may not represent that it has authority to bind Netgrawl.

Netgrawl may assign or transfer its rights and obligations under these Terms as part of:

• a corporate restructuring
• merger
• acquisition
• sale of a business
• transfer of the advertising platform
• other legitimate corporate transaction.

The Advertiser may not assign these Terms without Netgrawl's prior written consent.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in effect.

The invalid provision will be interpreted or modified to the minimum extent necessary to make it enforceable while preserving its commercial intent where legally possible.

A failure by Netgrawl to enforce any provision of these Terms does not constitute a waiver of its right to enforce that provision later.

These Terms are governed by the laws of the Federal Republic of Nigeria.

Subject to any mandatory dispute-resolution requirement applicable by law, disputes arising from these Terms will be subject to the jurisdiction of the courts of competent jurisdiction in Nigeria.

Netgrawl may, where appropriate, seek urgent or injunctive relief from a competent court where necessary to protect its rights, property, systems, intellectual property or confidential information.

Netgrawl may update these Terms from time to time to reflect:

• changes to the advertising platform
• new advertising products
• changes to operational processes
• legal or regulatory developments
• changes to publisher relationships
• improvements to the advertising service.

The updated version will be published with a revised “Last Updated” date.

Changes will not ordinarily alter benefits already expressly confirmed for an active campaign unless necessary for legal, security, technical or operational reasons.

Where multiple documents apply to an advertising engagement, the following order will generally apply:

1. 1.a specific written agreement signed by Netgrawl and the Advertiser
2. 2.the Campaign Confirmation
3. 3.applicable package-specific terms
4. 4.these Advertising Terms & Conditions
5. 5.the Netgrawl Advertising Policies
6. 6.general advertising or platform information published by Netgrawl.

Where the Advertising Policies impose a stricter content or safety requirement, that requirement will continue to apply regardless of commercial package terms.

These Terms, together with the applicable Campaign Confirmation, package terms, Advertising Policies and other expressly incorporated documents, constitute the agreement governing the relevant advertising engagement.

They supersede prior discussions or representations relating to the same advertising engagement to the extent that those discussions are inconsistent with the final written agreement.

Questions regarding these Advertising Terms & Conditions, campaign agreements, package benefits or advertising services may be directed to:

Netgrawl Limited Netgrawl Advertising Nigeria

Email: hello@netgrawl.com Website: netgrawl.com/advertising