TERMS AND CONDITIONS:

TERMS AND CONDITIONS:

1. DEFINITIONS:

“ABM” means Ad Board Media Ltd appointed by DJ Karapatakis for the exclusive installation, operation, service and maintenance of the Advertising Program at the Cinemas.
“Agreement” means this agreement and any appendices attached to it.
“Advertisement(s)” means any image and/or representation of products and/or services and/or information on any kind of media.
“Advertiser” means the individual advertiser or any advertising house.
“Advertising Program” means the program of Advertisements that ABM has the exclusive right to install, operate, service and maintain.
“Advertising Space” means the space whereby the case code/location/unit code and description of the location that the Advertisements are placed.
“Commencement Date” means the starting date of display of the Advertisements on the Advertising Space.
“Initial Term” means the agreed period of time for which the Agreement shall be valid.
“Cinemas” means the K Cineplex cinemas situated in Cyprus, for which ABM has been granted the exclusive right to install, operate, service, and maintain the Advertising Program.
“Weekly Fee” means the agreed Weekly Fee for the license provided to the Advertiser by ABM, payable by the Advertiser for the use of the Advertising Space for placing Advertisements.
“DJ Karapatakis” means collectively, DJ Karapatakis & Sons Ltd and DJ Karapatakis & Sons (Entertainment) Ltd, the legal owners of the Cinemas.
“Renewal Term(s)” means the period of time for which the Agreement can be valid after any renewal.
“Total Agreement Fee” means the total fee of this Agreement.
“Total Weekly Fee” means the total Weekly Fee of all Advertising Spaces together.

2. SCOPE OF THE PRESENT AGREEMENT:

ABM hereby provides the Advertiser with a license to use the Advertising Space specified on the front side of the Agreement, exclusively through ABM for installation and maintenance of Advertisements, subject to the terms and conditions thereof.

3. TERM:

The Initial Term and the Commencement Date of this Agreement are specified on the front side of this Agreement. This Agreement becomes effective upon signing hereof, regardless of the payment status of the Advertiser.

4. TERMINATION AND RENEWAL:

Every party has the right to terminate the Agreement with sixty (60) days prior written notice with termination becoming effective the last day of the Initial Term or of each Renewal Terms. Advertiser must inform ABM sixty (60) days prior to the expiration of the Initial Term or any Renewal
Term as the case may be, of its intention to renew this Agreement beyond the Initial or Renewal Term. On the contrary this Agreement will expire at the lapse of the Initial or Renewal Term as the case may be. All Renewal Terms under this Agreement shall with notice be subject to changes
to the Weekly Fee and extra charges by ABM. ABM retains the right to terminate the Agreement at any time, with termination becoming effecting immediately and to invoice the Advertiser regarding any amount due up until the date of termination. In case that the Advertiser terminates the Agreement for any reason, it will be liable to compensate ABM for the remaining time of the Initial or Renewal Terms. The present constitutes a condition to the Agreement.

5. FEES:

(a)The Weekly Fee is specified on the front of this Agreement and shall be invoiced by ABM monthly and shall become due and payable 15 days after such invoice issue, regardless of whether Advertiser timely provides to ABM the graphics or artwork for which Advertiser is responsible.
(b) Advertiser will be charged additional amounts for the cost of conversion of Advertisements into a playable cinema mode as well as other additional fees where applicable. The Weekly Fee and any additional amounts, as defined herein above, shall be paid to ABM’s bank account as specified on the invoice of ABM or to any other account that ABM may indicate.

6. ADVERTISEMENTS:

The Advertiser undertakes, at its own cost to prepare and deliver to ABM the Advertisement(s). ABM shall convert and install the Advertisement(s) within ten (10) working days from receipt or from the applicable Commencement Date, whichever is later, provided that the conditions of paragraph (5) above have been satisfied. The Advertisement(s) shall be non-political in nature, suitable for viewers of all ages, shall not have content which is in any way against the Cyprus laws and shall be consistent with the goals of a commercial advertising program seeking maximum business participation. All Advertisements are subject to discretionary approval by DJ Karapatakis and may be subject to removal upon its order. ABM shall in no way be responsible for any such action by DJ Karapatakis and the full Weekly Fee due by the Advertiser for the current period will not be refunded either totally or partially.

7. RESPONSIBILITIES:

A. The Advertiser shall:
(i) Be the owner of, and be responsible of, its Advertisements; (ii)Be responsible and liable for the content of its Advertisements; (iii) Comply with all applicable laws, statutes and regulations; (iv) Indemnify, hold harmless and defend ABM, their officers, employees, directors and agents, against all suits, claims, actions, causes of action, losses, liabilities, costs and expenses (including attorneys’ fees) on account, of any advertising content or arising from advertising use of the Advertising Space.

B. ABM shall:
(i) Be responsible and liable for the work involved in replacing any advertising damaged by ABM caused while being physically handled, installed, or removed by its personnel or agents.

8. REMEDIES:

(a) ABM reserves the right to postpone providing any Advertising Space and installation of the Advertisements by one week for technical reasons. Should it fail over a period of fifteen (15) consecutive days to provide any of the Advertising Space set forth in this Agreement or should installation of any Advertisement/s be delayed due to the sole fault of ABM, the Advertiser shall be entitled to an appropriate credit note calculated at a pro rata basis for the affected period. If there is more than one Advertising Spaces specified in this Agreement or if this Agreement refers to multiple Spaces then, for the purpose of calculating the credit note, the agreed Weekly Fee will be taken into consideration. If any Advertising Space is hampered permanently or temporarily or is rendered unavailable for other reasons than those mentioned herein below, ABM reserves the right to replace it to suitable space of comparable visitors exposure provided that the prior consent of DJ Karapatakis is secured. If there is no alternative space available, the Advertiser will receive an appropriate credit note. Advertiser may not claim compensation or cancel orders as a result of the changes specified hereto. ABM reserves the right to leave Advertisements on display even after the end of the Initial or any Renewal Term. (b) In case that, any law, regulation, order, loss of contract right or any other reason beyond the control of ABM, including force majeure, pandemic or any other virus which will cause complete closure of the Cinemas, preventing the use by ABM of the Advertising Spaces, then any payments already made by Advertiser shall remain credited to the account of the Advertiser in order to be used at the opening of the Cinemas. (c) Upon any breach of this Agreement by the Advertiser that continues after ten (10) days’ notice and opportunity to cure, ABM shall have the right to terminate this Agreement and to claim legal damages. ABM may exercise any or all remedies available at law or equity, each remedy being cumulative. No exercise of any remedy shall be considered an election to forgo or waive any other remedy. Upon breach of this Agreement by the Advertiser, ABM may claim any remaining Monthly Fee payments due or to become due as a liquidated damage, assess late charges of maximum interest rate permitted by law, assess any collection costs including reasonable attorney’s fees (agreed to be a minimum of 1/3 of the balance due) and/or retain possession of the Advertisement/s. In addition to and without limiting the above, ABM may terminate this Agreement at any time and without notice for failure of the Advertiser to timely pay any Monthly Fee.

9. FINAL PROVISIONS:

(a) The Agreement binds the Advertiser and ABM, their heirs, executors, administrators and assignees; (b) All transactions will be effected in Euros;(c) Any notice to be served by any party pursuant to this Agreement shall be by registered post, or email, or fax to the parties’ last known address;(d) In case of breach of this Agreement, the Cyprus Courts will have exclusive Jurisdiction, the applicable law being the Cyprus Law; (e) Should any term or condition contained in this Agreement be invalidated by law, the remainder of the Agreement shall be valid and enforceable to the fullest extent permitted by law;(f) Any party in breach of this Agreement shall be liable to the payment to the other of damages in respect thereof; (g) Advertising house (where applicable), warrants and represents that it is authorized to, and do hereby, bind and obligate itself as well as the individual Advertiser to the terms and conditions of this Agreement; (h) This Agreement contains all terms and conditions and the entire understanding of the Advertiser and ABM with respect to the subject matter hereof, and no oral representations shall be binding; (i)This Agreement shall not be modified except in writing by both Advertiser and ABM; (j) By signing this Agreement Advertiser agrees for its data to be processed by ABM and gives consent to participate in any survey of ABM in order to improve its services; (k) The Agreement has been made in duplicate each party taking one copy.