Advertiser Terms and Conditions
Last Modified: September 19, 2016
The advertising platform provided by
Advertise.com, Inc., a California corporation (“Advertise.com” or “we”), allows
registered advertisers (“Advertiser”, “You” and “Your”) to upload their
offerings onto the Advertise.com platform (“Advertising Platform”). Clicks will
be generated by Advertise.com and/or its affiliates in response to a query
corresponding to the keywords chosen by the Advertiser for a keyword campaign
or remnant contextual inventory depending on the campaign type selected by
Advertiser. Advertisers pay per click sent by Advertise.com and/or its
affiliates and will pay no more than the maximum bid set by the Advertiser
within the Advertise.com platform. Offerings on Advertise.com are ranked and
determined according to the highest bidders. Signing up for Advertise.com’s
Advertising Platform does not guarantee that any or all of the offerings or
keywords submitted will be accepted by Advertise.com or that such keywords will
generate any traffic to Advertiser’s site. Advertise.com reserves the right to
reject and/or remove any offerings or keywords submitted by Advertisers as well
as the right to reject any advertiser for any reason or no reason. Advertiser acknowledges and agrees Advertise.com has no obligation to
disclose any information regarding its rejection and/or removal of any
offerings, keywords, or advertisers, and Advertise.com has sole discretion over
what information it chooses to disclose to Advertiser, if any. If an advertiser
is not allowed on the platform prior to running any campaigns, any funds added
will be voided.
Advertise.com will provide the Advertiser with
access to the Advertise.com pay-per-click contextual platform subject to the
Advertiser’s compliance with the terms and conditions contained in these terms
and conditions (the “Agreement”). Please read this Agreement carefully prior to
signing up for an Advertise.com advertising account. This Agreement is subject
to change by Advertise.com at any time. This Agreement governs Your access to
and use of Advertise.com’s website and any services
provided thereunder or in connection therewith as an Advertiser, and
constitutes a binding legal Agreement between You and Advertise.com. Certain
areas of the Advertise.com website (and Your access to or use of certain areas
or portions of the website or related services) may have different terms and
conditions posted or may require You to agree with and accept additional terms
and conditions. If there is a conflict between this Agreement and terms and
conditions posted for a specific area of the website or related services, the
latter terms and conditions will take precedence with respect to Your use of or
access to that area of the site or related service, as applicable. YOU
ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR “I ACCEPT” BUTTON,
OR ACCESSING OR USING THE ADVERTISE.COM WEBSITE OR RELATED SERVICES OR BY
DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE WEBSITE OR THROUGH THE
SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND
AGREE TO BE BOUND BY, THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED ON OR
THROUGH THE WEBSITE. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU HAVE NO
RIGHT TO ACCESS OR USE THE ADVERTISE.COM WEBSITE OR RELATED SERVICES. If You
accept or agree to this Agreement on behalf of a company or other legal entity,
You represent and warrant that You have the authority
to bind that company or other legal entity to this Agreement and, in such
event, “You” and “Your” will refer and apply to that company or other legal
entity. Advertise.com reserves the right, at its sole discretion, to modify
this Agreement, at any time and without prior notice. If we modify this Agreement we will post the modification on Advertise.com
website or provide You with notice of the modification. By continuing to access
or use the Advertise.com website or related services after we have posted a
modification on the website or have provided You with notice of a modification,
You are indicating that You agree to be bound by the
modified Agreement. If the modified Agreement is not acceptable to You, Your only recourse is to cease using the website and any
related services pursuant to the terms of the Agreement.
Advertise.com, for purposes of this Agreement,
is the process provider for web users (each a “Web User”) interested in a
desired subject, and Advertisers who bid for related keywords or categories.
When these related keywords or categories generally produce a result that
contains Advertiser’s contextual ads that match users
interests, the Web User may be redirected to the Advertiser’s website. In
connection with Your use of Advertise.com’s website
and related services and to enable Advertise.com to serve Your advertisements
via Advertise.com’s website, third-party publisher
websites, email and/or applications, You grant
Advertise.com an unlimited, non-exclusive, fully-transferable, worldwide,
royalty-free, fully-paid right and license to use, reproduce, modify, create
derivative works from, distribute, perform, transmit, and display Your
advertisements in any format, layout or size. Advertise.com disclaims all
liability relating to Your advertisements and related content. As between
Advertise.com and You, You are solely responsible for
Your advertisements, any services or products offered through Your
advertisements and any websites that are linked to from Your advertisements.
Third-party publishers may include but are not limited to search, domain,
email, contextual, and display web content. Advertise.com does not represent or
warrant the quality of traffic delivered to Advertiser nor if any contextual ad
or how much of a contextual ad will be displayed across the network.
Additionally, the format of Your advertisement may vary and Advertise.com makes
no representations as to the format of Your advertisement. For example purposes, and without limitation to other examples
that may apply, when a Web User clicks on a travel link from a participating
publisher’s website that may be displaying the Advertiser’s travel related ad
or a generic travel ad, the Web User may or may not be redirected to the travel
keyword Advertiser’s website.
Advertise.com requires payment in advance for
all Advertiser accounts. Advertisers must initially fund their accounts with at
least $500 in United States currency in order to activate their accounts. Only
accounts with positive balances of at least as much as the Advertiser’s lowest
keyword bid shall remain active in our database. All accounts that fall below
this funding requirement shall be placed on hold, and all contextual ads shall
be removed, until the account is funded. Advertiser agrees to pay all
applicable charges to the account with respect to the payment method selected
in accordance with billing terms in effect at the time the fee becomes payable.
Advertiser understands and agrees that their account will be charged for all
clicks/views of Advertiser’s contextual ads. Display advertisement pricing will
be based on a CPM as stated in the relevant purchase order. Advertise.com is
not responsible for the maintenance of Advertiser’s website. Payments to
Advertise.com must be made by credit card (Visa or Mastercard),
wire transfer, Paypal, or net terms (upon approval).
Advertiser agrees, warrants and represents that all information provided for
the purpose of enrolling as an Advertiser will be accurate, complete and
current. Advertiser’s right to access an account with Advertise.com is subject
to any limits established by Advertise.com, its contractors or by Advertiser’s
credit/charge. If payment cannot be charged to Advertiser’s credit facility for
any reason, or if there is a charge back for any reason, Advertise.com reserves
the right, in its sole discretion, with or without notice, to either suspend or
terminate Advertiser’s account with Advertise.com. Advertise.com’s
final billing to Advertiser shall be conclusively presumed by Advertiser to be
accurate and proper. Advertiser waives all rights to challenge or seek to
charge-back any billings. Nothing stated herein shall limit rights granted to a
cardholder by Visa, MasterCard and/or its issuing bank.
Advertiser agrees to pay all charges to its
account in accordance with Advertise.com’s terms.
Advertiser acknowledges that the payment obligation hereunder is based solely
on the number of clicks/views and not on Advertiser’s ability to convert
clicks/views to sales or any other criteria. Advertiser warrants and represents
that all payment information provided to Advertise.com will be accurate and
complete, and current. In the event that Advertise.com is unable to charge
Advertiser’s credit card, Advertise.com may, in its sole discretion with or
without notice, suspend or terminate the Advertiser’s participation in the
NOTICE OF LOST OR STOLEN CARD/FRAUDULENT USE OF CARD Advertisers must promptly inform Advertise.com of any and all of the following: loss or theft of the credit card used in relation to this program; changes in the expiration date of the credit card; changes in home or billing address; apparent breaches of security with the account, such as loss, theft, unauthorized disclosure or use of an ID or password; and any and all other changes pertaining to the credit card account which may affect the ability of Advertise.com to expeditiously obtain payments due to Advertise.com or its billing agent. You agree that if You ever have overdue payment, Advertise.com may engage in collection efforts to recover such amounts from You. These collection efforts may involve contacting You directly, submitting Your information to a collections agency, or legal action. SHOULD YOU FAIL TO PAY, ADVERTISE.COM MAY UNILATERALLY DECIDE TO IMPOSE REASONABLE FEES ON YOUR ACCOUNT, INCLUDING BUT NOT LIMITED TO, THE COST OF COLLECTIONS OR OTHER LEGAL ACTIONS AND PUNITIVE FEES IN EXCESS OF OUR INCURRED COSTS.
All payments will be made based on clicks/views
and revenue generated as determined by Advertise.com’s
Advertiser may suspend or cancel participation
in the Advertise.com Advertising Platform by providing forty-eight (48) hours
written notice to Advertise.com. Following such notice, Advertiser will be
entitled to receive a refund for all amounts not yet charged to account.
Advertise.com may cancel Advertiser’s participation in the Advertising Platform
at any time for any or no reason. Advertise.com reserves the right, at its sole
discretion, to modify, discontinue or terminate the website or any related
services (including without limitation, the Advertising Platform), at any time
and without prior notice. Advertisers will forfeit any deposited funds if they
are terminated due to a breach in the rules of advertising on the platform
outlined in the Advertiser’s Rights and Responsibilities section. All unused credits
or promotional credits will expire after 6 months. Credits or promotional
credits will be applied toward traffic after the initial deposit is used and
are nonrefundable. It is agreed between the parties that Advertise.com shall
have the right to delete keywords and/or campaigns that have not received
traffic within a reasonable amount time. Advertise.com reserves the right to
delete accounts that have been inactive for an extended period of time.
OWNERSHIP OF INTELLECTUAL PROPERTY
Advertise.com retains all right, title and
interest in and to its trademarks, service marks, trade names, service names,
logos and copyrights, as well as its content and technology worldwide
(“Intellectual Property”). By entering into this Agreement, Advertiser
acknowledges that such Intellectual Property is the exclusive property of
Advertise.com and that all usage of such Intellectual Property and any goodwill
established by the use of such Intellectual Property shall inure to the benefit
of Advertise.com and that this Agreement does not confer any goodwill or other
interests in such Intellectual Property to Advertiser. Advertiser shall not
adopt or attempt to register any Intellectual Property that is confusingly
similar to Advertise.com’s Intellectual Property.
Advertiser agrees to allow Advertise.com a limited right to use Advertiser’s
logo and name on Advertise.com website and marketing materials.
Advertiser agrees to indemnify and hold
Advertise.com and its officers, directors, agents, affiliates, licensors and
employees harmless from and against any and all claims, actions, liabilities,
losses, expenses, damages, and costs (including without limitation reasonable
attorneys’ fees) arising out of or relating to (i)
Advertiser’s use of and participation with the Advertise.com website and
related services, including the Advertising Platform, (ii) Advertiser’s
advertisements, websites or any related content, including any links from
Advertiser’s websites (iii) any claim of libel, defamation, violation of right
of privacy or publicity, copyright infringement, trademark infringement or
other infringement of any third party right, fraud, false advertising,
misrepresentation, product liability or violation of any law, statute,
ordinance, rule, or regulation throughout the world in connection with
Advertiser’s advertisements, websites or any related content, including any
links from Advertiser’s websites (iv) any breach by Advertiser of any duty,
representation, warranty under any Agreement with Advertise.com, or (v) any
claim relating to a contaminated file, virus, worm, Trojan horse, or other
device that could impair or injure any person or entity emanating from
Advertiser’s advertisements, websites or any related content. Advertisers are
solely responsible for defending any claim, and for payment of damages or
losses resulting from the foregoing to both a third party and to
RIGHT TO REJECT
All requested URL links, search terms and
descriptions are subject to Advertise.com’s approval.
Advertise.com reserves the right to reject, cancel or remove any URL link,
search terms and descriptions at any time for any reason whatsoever.
Advertisers may only submit search terms and
descriptions to Advertise.com’s Advertising Platform that
are relevant to Advertiser’s submitted websites or to those web pages contained
in Advertiser’s websites. If any information provided on Advertiser’s websites
is changed, search terms and descriptions must be updated to be both current
and accurate. All search terms and descriptions submitted are subject to
relevancy review by Advertise.com, and are subject to removal or rejection at
any time and for any reason.
Advertise.com does not guarantee that any
Advertiser’s ad information will be available or displayed. Advertise.com
reserves the right to not place Advertiser’s ad information in the
Advertise.com Advertising Platform. The format of Advertiser’s contextual ads
may vary and Advertise.com makes no representations as to the format of
contextual ads. Traffic delivered to advertisers originates from a variety of
sources, including but not limited to, native ads, in-screen, domain parking,
pop-unders, tab-overs, in-text hover, and more. Native
ad traffic includes, but is not limited to, on-page units, pre-exit, and email
native ads. Advertiser may opt out of Native email ad traffic by Advertiser’s account
representative at Advertise.com in writing (email sufficing), at any time. Any
native ads, or accompanying images, not in compliance with the Native Guidelines
provided by Advertise.com, may be edited by Advertise.com at any time. Our native ad traffic is
solely click based, however, with other Advertise.com
products, a user will view your ad information and then click on the ad for it
to be billable. In other cases, the user may not see your ad information and
users are automatically routed to the advertiser’s landing page (for example
via InterYield). Our Contextual platform offers tens
of thousands of unique traffic sources. Advertisers have the ability to block
and whitelist sources based on each advertiser’s individual performance
ACCOUNT ACCESS AND RESPONSIBILITIES
After Advertiser’s registration with
Advertise.com, Advertiser will be granted access to an advertiser account
(“Advertiser Account”), which shall only be used by Advertiser and for
Advertiser’s sole and personal use. Advertisers shall be solely responsible for
their account manager’s conduct regarding maintenance of Advertiser’s account
and ensuring all information provided is true and correct. Advertiser may log
in to the Advertiser Account at any time to update campaigns, settings, or
account information. If account user information changes throughout the
lifetime of an account, it is Advertiser’s responsibility to obtain login
credentials and update the account contact information as needed. Any changes
made to a live campaign are subject to approval by Advertise.com in its sole
discretion and will only take effect after such approval by Advertise.com.
Other than the mutually agreed upon account manager, Advertiser may not
authorize others to use Advertiser’s Advertise.com account, and may not assign
or otherwise transfer the account to any other person or entity. Advertisers
shall not, under any circumstances, have the right to transfer or assign the
account, any personal identification numbers or password to any other person or
party who has not been preapproved and authorized for access by Advertise.com.
Any such attempted transfer or assignment shall be void and shall constitute a
material breach of this Agreement on Advertiser’s part. In addition,
Advertisers must promptly inform Advertise.com of any apparent breach of
security, such as loss, theft, or unauthorized disclosure or use of
Advertiser’s account, personal identification number or password.
ADVERTISER’S RIGHTS AND RESPONSIBILITIES
Advertiser may submit material for contextual
ad advertisements by logging into his/her account from our homepage.
Advertise.com reserves the right to reject or remove any contextual ad
advertisement at its sole discretion. Advertiser represents and warrants that:
(i) You are the owner or are licensed to use the
advertisements and all subject matter contained therein; (ii) Your
advertisements are and will be free of any worm, virus, or other device that
could impair or injure any person or entity; (iii) You are generally familiar
with the laws and regulations governing the Internet and You will comply with
all applicable laws and regulations including those that may apply to the
display of the advertisements on third-party publisher websites and/or
applications and Your advertisements will not violate any law or regulation,
including, but not limited to, laws governing privacy, false or deceptive advertising,
sweepstakes, comparative advertising, or trade disparagement; (iv) Your advertisements do not and will not (a) contain any
misrepresentations or content that is defamatory, (b) violate any rights of
privacy or publicity, (c) contain content that is violent, obscene, or
offensive, including content that contains nudity or implied nudity or content
that is morally or ethically offensive or sexually suggestive, or (d) promote
or support gambling, unless authorized in an Advertise.com insertion order that
incorporates this Agreement by reference, sweepstakes, or contests; (v) Your
advertisements do not and will not infringe any intellectual property or
proprietary right of any third party; (vii)Your advertisements will comply with
Advertise.com’s advertising guidelines below; and
(viii) You will not nor will You authorize third parties to (a) generate
fraudulent, automated, or otherwise invalid information, data, or actions
related to Your advertisements; (b) use robots, other automated query tools, computer-generated
search requests and/or any other similar results-optimization methods unless
authorized by Advertise.com; or (c) advertise anything illegal or engage in any
illegal or fraudulent business practice in any state or country where Your advertisements
are displayed or served.
Advertising and Creative Guidelines Advertiser shall abide by each of the following guidelines with respect to its Ads. If Advertiser breaches any of the guidelines below as determined by Advertise.com in its sole discretion, Advertise.com may suspend and/or terminate your account without notice to You. Contact the Legal Department if you have any questions.
All ads must include the name of the program that brought the ad.
An ad that includes audio must have an “off” button.
Business Opportunities These include offers for work-at-home, vending machines, display racks, pay phones, “get rich quick,” day trading and medical billing opportunities. The ad will be canceled upon the first consumer complaint. In addition, the ad must not:
Children Under 18 – Ads Targeting The ad must not:
Credit Offers The ad must not:
For ads promoting mortgages and refinances, the ad must clearly disclose the items below, if the ad includes: (1) the amount of any payment; (2) the number of payments or period of repayment; (3) the amount of any finance charge; or (4) the amount of any down payment:
Deceptive Ads The ad must not:
Dietary Supplements These include vitamins, minerals, amino acids, enzymes, herbs, and animal extracts. The ad must not promote: ephedra (ma huang), chaparral, comfrey, lobelia, germanda, L-tryptophan, willow bark, germanium, dieter’s teas or magnolia-stephania preparations. The ad must not claim that the product:
The advertiser must certify that it complies with the CAN SPAM Act.
“Free” Offers The ad must clearly disclose:
Free Trial Offers The ad must clearly disclose or link to:
Functionality The ad must:
Gray Box Ads (For example, ads that look like “Caution” or “Warning” notices.) The ad must:
Ads for products that assist a person in breaking the law are prohibited. This would include, for example, an ad for a product that could help someone pass a drug test.
Ads for any group that is involved in hate speech or acts are prohibited.
Health or Safety Claims The ad must not:
Entry JS pops on an Advertiser’s landing page are prohibited. JS pops upon exiting a landing page are allowed.
Online Pharmacies The promotion, sale, import, export, and distribution of medical products, including drugs, medical devices, and biologics, is strictly regulated by federal and state laws and regulations. If You are an Advertiser of such products, by participating in the Advertising Platform, You represent that You fully comply with all federal and state laws and regulations governing such products including, but not limited to, the U.S. Federal Food, Drug, and Cosmetic Act.
Ads for pornography are prohibited.
Software Ads for “spyware” (adware) are prohibited. We define “spyware” as software that merely displays advertising. Ads for a product that is downloaded onto the user’s machine are acceptable only if:
Ads with landing page warnings, alerting, or suggesting than an end user has any kind of computer virus or threats are prohibited.
Sweepstakes & Contests The ad must not:
The ad must:
Telecommunications Products and Services The ad must clearly disclose or link to:
Testimonials The testimonial must not:
The testimonial must:
Trademarks or Logos – Use of a Third Party’s The ad must not use them in a way that could:
An ad that includes video must include a functioning “stop” button.
Health or Safety Claims The ad must not:
Weight Loss Products or Plans The ad must not state or imply that:
Advertise.com, in its sole discretion, may not approve
an Advertiser’s contextual ad. No reason is required to be given to the
Advertiser why their advertisement has or has not been approved. All decisions
made by Advertise.com in this matter will be final.
LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER
THE ADVERTISER EXPRESSLY AGREES THAT THE USE OF
ADVERTISE.COM AND ITS RELATED SERVICES IS AT THE ADVERTISER’S OWN RISK.
ADVERTISE.COM AND ITS RELATED SERVICES IS AVAILABLE ON AN “AS IS” BASIS,
WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER ADVERTISE.COM NOR ANY
OF ITS LICENSORS, EMPLOYEES, AGENTS, CONSULTANTS OR CONTRACTORS, MAKES ANY
WARRANTY OR REPRESENTATION WHATSOEVER REGARDING ADVERTISE.COM, ANY INFORMATION,
SERVICES, OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH
ADVERTISE.COM, OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF. ADVERTISE.COM
HEREBY DISCLAIMS, ON BEHALF OF ITSELF AND ALL INFORMATION PROVIDERS, LICENSORS,
AND/OR LICENSEES ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION: ANY
WARRANTIES AS TO THE AVAILABILITY, ACCURACY, OR CONTENT OF ADVERTISE.COM AND/OR
INFORMATION, PRODUCTS, OR SERVICES AVAILABLE THROUGH ADVERTISE.COM; AND ANY
WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO THE ADVERTISER. THIS
LIMITED WARRANTY GIVES THE ADVERTISER SPECIFIC LEGAL RIGHTS, AND THE ADVERTISER
MAY ALSO HAVE OTHER RIGHTS, WHICH MAY VARY FROM STATE TO STATE.
THE TOTAL LIABILTY OF ADVERTISE.COM, ITS INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, AGENTS, CONSULTANTS OR CONTRACTORS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, FAILURE OF DELIVERY OF MERCHANDISE OR INFORMATION, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF ADVERTISE.COM’S RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID OR OWED TO ADVERTISER BY ADVERTISE.COM IN THE THREE (3) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. IN NO EVENT WILL ADVERTISE.COM, ITS INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, AGENTS, CONSULTANTS OR CONTRACTORS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE USE OR INABILITY TO USE ADVERTISE.COM AND/OR THE SITES LINKED TO ADVERTISE.COM, OR FOR ANY BREACH OF WARRANTY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO THE ADVERTISER. THE ADVERTISER AGREES THAT ADVERTISE.COM WILL NOT BE HELD RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH ADVERTISE.COM AND/OR SITES LINKED TO ADVERTISE.COM, INCLUDING, WITHOUT LIMITATION, THOSE WITH WHOM ADVERTISE.COM CONTRACTS TO OPERATE VARIOUS PORTIONS OF ADVERTISE.COM AND THOSE TO WHOM ADVERTISE.COM PROVIDES LINKS TO FOR CONTENT, ADVERTISING OR ANY OTHER TYPE OF DATA OR INFORMATION.
CANCELLATION OR TERMINATION
If Advertiser is dissatisfied with
Advertise.com or the terms and conditions herein, Advertiser’s sole and
exclusive remedy is to terminate the account. Accounts may be cancelled at any
time by sending an email to firstname.lastname@example.org.
Advertise.com may, in its sole discretion, terminate Advertiser’s account, and
discontinue the advertising account, or use of any search at any time, and for
any reason, with or without notice. Advertise.com can also terminate
advertising accounts if Advertise.com believes Advertiser’s conduct is harmful
to other consumers and Advertisers who participate in Advertise.com. All
decisions made by Advertise.com in this matter will be final.
ARBITRATION FOR FEE DISPUTE
Any dispute over sums owed pursuant to this
Agreement shall be resolved by arbitration before a single arbitrator.
Arbitration shall be conducted in accordance with California Code of Civil Procedure
section 1280 et. seq. All arbitration-related hearings shall be conducted in
Los Angeles, CA. The arbitrator shall be from the Southern California area and
the arbitrator will be selected by the mutual agreement of the parties and/or
their respective counsel. If the parties cannot agree on a single arbitrator,
then each party shall propose three (3) potential arbitrators to the Superior
Court of California in Los Angeles – Northwest District (Van Nuys, Ca.) as part
of a Petition to the Court that shall be filed jointly by the parties for the
purpose of resolving the sole issue of arbitrator selection. The Superior Court
will select the single arbitrator from the potential arbitrators proposed by
the parties. Once selected, the Arbitrator shall be empowered to hear and
resolve any and all issues related to the dispute. The Arbitrator shall issue
rulings, decisions, orders, judgments and permanent injunctions as applicable
and appropriate. In arbitration over sums owed, Attorney’s fees and costs as well
of the costs of the arbitrator shall be awarded to the prevailing party.
CHOICE OF LAW
This Agreement will be governed by and
construed in accordance with the laws of the State of California,
notwithstanding the actual state or country of residence or incorporation of
the parties. The parties consent to the exclusive jurisdiction of the state or
federal courts in Los Angeles County for all actions arising out of or related
to this Agreement. The parties hereby agree to waive their right to a jury trial
such that any dispute arising out of this Agreement that is not over sums owed
(which is subject to arbitration) shall be heard by a judge. In a dispute
litigated in court, Attorney’s fees and all costs shall be awarded to the
ASSIGNMENT; CHANGE OF CONTROL
Advertiser shall not assign any of its rights
or obligations under this Agreement, in whole or in part, without Advertise.com’s written consent. Advertise.com may at any
time assign, in whole or in part, its rights or obligations under this
Agreement without the consent of and without prior notification to
Advertise.com reserves the right, at its sole
discretion, to modify this Agreement, at any time and without prior notice. If
Advertise.com modifies this Agreement we will post the
modification on our website. By continuing to access or use the Advertising
Platform after we have posted a modification or have provided you with notice
of a modification, you are indicating that you agree to be bound by the modified
Agreement. If the modified Agreement is not acceptable to you, your only
recourse is to cease using the Advertising Platform, and any related services
pursuant to the terms of this Agreement.
Any notice or other communication to be given hereunder
will be in writing and will be (as elected by the party giving such notice): (i) personally delivered; or (ii) sent by prepaid overnight
delivery services such as FedEx or USPS Express Mail, with delivery
confirmation and/or return receipt; a courtesy copy shall also be send by email
or facsimile. Unless otherwise provided herein, all notices will be deemed to
have been duly given on the date of receipt (or if delivery is refused, the
date of such refusal) if delivered personally. Either party may change its
address for purposes hereof on not less than three (3) business days prior notice to the other party.
Any delay in or failure of performance by
either party under this Agreement will not be considered a breach of this
Agreement and will be excused to the extent caused by any occurrence beyond the
reasonable control of such party including, but not limited to, acts of God,
power outages and governmental restrictions.
SEVERABILITY AND WAIVER
In the event that any of the provisions of this
Agreement are held by to be unenforceable by a court or arbitrator, the
remaining portions of the Agreement will remain in full force and effect.
Failure of either Party to require strict performance by the other party of any
provision shall not affect the Party’s right to require strict performance
thereafter. Waiver by either Party of a breach of any provision shall not waive
either the provision itself or any subsequent breach.
This Agreement is the complete and exclusive agreement
between the parties with respect to the subject matter hereof, superseding and
terminating all previous communications, representations or Agreements, whether
written or oral between the parties relating to the services provided
This Agreement may be executed in two or more
counterparts, each of which shall be an original or copy and all of which
together shall constitute one instrument.
The parties are independent contractors and not co-venturers. Neither party shall be deemed to be an employee, agent, or legal representative of the other party hereto for any purpose and neither party hereto shall have any right, power or authority to create any obligation or responsibility on behalf of the other party hereto nor shall this be deemed an exclusive or fiduciary relationship. This Agreement will not be construed to create or imply any partnership, agency or joint venture.