Advertising Terms & Conditions
These terms and conditions (the “Terms”) are entered into between Net AllRounder and the Advertiser and/or Agency (”Customer”) referenced on the corresponding insertion order (”IO”). If Customer is an Agency, Agency represents and warrants that (1) Advertiser has authorized Agency to enter into this Agreement on Advertiser’s behalf and to represent the Advertiser within the scope of this Agreement, and (2) Advertiser agrees to be bound by the terms of this Agreement, including but not limited to paying Net AllRounder for advertisements delivered pursuant to this Agreement and any corresponding IOs. These Terms shall be deemed incorporated by reference into any IO submitted by Customer. The Terms and IOs collectively form the “Agreement.”
For the purposes of these Terms and Conditions, the Net AllRounder Web site, hostorials.com will hereinafter be referred to as “Net AllRounder Technology Site”. All orders or other requests for advertising, whether from an advertiser (whether made by the advertiser directly, or through an agency) (collectively, “Advertiser”), are governed by these terms and conditions (this “Agreement”) and the order form (”Insertion Order”).
At the end of this Agreement is an “ACCEPT and CONTINUE” button to indicate Advertiser accepts the terms of this Agreement. Please read this Agreement carefully prior to acceptance.
By submitting advertising for inclusion on a Net AllRounder Site, Advertiser agrees to the following terms and conditions:
Insertion
All advertising materials must conform to the specifications and guidelines provided by Net AllRounder on the Insertion Order. The Net AllRounder Site on which the advertising materials will appear may contain Net AllRounder and third party content. Net AllRounder shall have the right to reject any part of the advertising materials based on either inappropriateness or lack of space therefor. If Advertiser submits an advertising material which is larger than the specification allows, and insufficient time remains for Net AllRounder to contact Advertiser regarding such non-compliance, in Net AllRounder’s discretion Net AllRounder may include the advertising materials in the hostorials.com, and charge Advertiser a reasonable amount to cover Net AllRounder ’s extra costs regarding such noncompliance. Net AllRounder shall not be held responsible for any Advertiser claims made or obligations contained in the content of the Insertion.
NO INSERTION ORDER WILL BE BINDING UPON NET ALLROUNDER UNLESS ACCEPTED IN WRITING BY NET ALLROUNDER OR NET ALLROUNDER BEGINS FULFILLMENT OF SUCH ORDER, WHICHEVER OCCURS FIRST. THIS AGREEMENT DOES NOT REQUIRE NET ALLROUNDER TO ACCEPT ANY INDIVIDUAL INSERTION ORDER SUBMITTED BY ADVERTISER.
Delivery
Advertiser will deliver the advertising materials to Net AllRounder in electronic form at least five (5) business days before the scheduled run date, or as otherwise instructed. Advertiser acknowledges that time is of the essence in providing the foregoing to Net AllRounder, and Advertiser’s failure to meet the foregoing time requirements or any applicable specifications may delay or prevent delivery of the advertisements hereunder.
All advertising materials must include all relevant copyright, trademark and other proprietary rights notices Advertiser desires to have included with any reproduction of the advertising materials on the Net AllRounder Site. Net AllRounder reserves the right, in its discretion, to make formatting changes to the advertising materials. If Advertiser fails to comply with the delivery date listed in the Insertion Order, Net AllRounder is under no obligation to refund the fee (if any), or to include the advertising materials on any of the Net AllRounder Site.
Changes and Cancellations
All artwork must be received at least five (5) business days in advance of online publication date. Cancellations or copy changes will not be accepted after the published closing date of the update to the Net AllRounder Site. Changes to artwork must be received by Net AllRounder at least two (2) day in advance of online publication date. Net AllRounder reserves the right to change any of its ad specifications at any time. Any cancellations or change orders must be made in writing and acknowledged by Net AllRounder. Change orders cannot be submitted any more frequently than once every ten (10) days. This Agreement may be cancelled or changed by Net AllRounder or advertiser/agency on thirty (30) days written notice to the other party. Net AllRounder may immediately terminate this Agreement if any change occurs in any applicable laws or regulations that would, in Net AllRounder’s reasonable opinion, render Net AllRounder’ performance hereunder illegal or otherwise subject to legal challenge.
Payment
Unless otherwise agreed in writing, all payments should be made as per the terms. If payment is not made timely, Net AllRounder at its option, Net AllRounder may discontinue inclusion and distribution of all advertising materials submitted by Advertiser to Net AllRounder on Net AllRounder Site at any time. In addition, advertiser/agency shall be liable to Net AllRounder for all solicitors’ costs and other costs of collection. Interest will accrue on any past due amounts at the rate of one percent (1%) per month, but not in excess of the lawful maximum. Net AllRounder shall have the right to hold the advertiser and/or its agency or agent jointly and severally liable for all amount due.
Credit Cards
In the event that advertiser/agency pays any amounts due hereunder with a credit card and the issuer of the credit card fails to pay the amounts authorized by advertiser/agency, advertiser/agency shall immediately remit full payment to Net AllRounder plus any interest due on the outstanding amounts. In addition, if advertiser/agency pays any amounts due hereunder with a credit card and the issuer of the credit card seeks to recover from Net AllRounder any amounts received by Net AllRounder from the issuer, advertiser/agency shall immediately remit to Net AllRounder all amounts necessary to comply with the issuer’s request and any costs and expenses incurred by Net AllRounder.
Renewal
Except as set forth in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional advertising order shall be at Net AllRounder’s sole discretion. Pricing for any renewal period is subject to change by Net AllRounder from time to time.
Frequency and Discount
If Net AllRounder fails to provide the guaranteed number of impressions, Net AllRounder will make good on this Agreement by providing Advertiser with additional impressions. Net AllRounder will not make good for under-delivery due to delays caused by Advertiser. Advertiser understands that all frequency discounts are based on the Advertiser’s commitment to fulfilling the frequency indicated in this Agreement. If, for any reason, this frequency is not met by the time of expiration or cancellation of this Agreement, Advertiser agrees to pay a short rate charge on all ads run.
Redesigning of the Net AllRounder’s Network Sites or Services
Advertiser/agency acknowledges that, consistent with Net AllRounders’ need for editorial discretion, Net AllRounder may redesign, delete or replace the pages, programs or channels on which the impressions will be displayed or transmitted or may redesign or replace the type of links, buttons, boxes, & banners advertisements purchased by advertiser/agency; provided, that Net AllRounder will use good faith efforts to provide advertiser/agency with comparable links, buttons, boxes, & banners advertisements.
Licenses
The Advertiser represents that the Advertiser is the owner or is licensed to use the entire contents and subject matter contained in its advertising and collateral information, including, without limitation, (a) the names and/or pictures of persons; (b) any copyrighted material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services; and (c) any testimonials or endorsements contained in any advertisement submitted to Net AllRounder. Advertiser hereby grants Net AllRounder a non-exclusive, worldwide, royalty-free right and license to use, reproduce, publish, publicly perform and publicly display all such advertising materials on the Net AllRounder Site.
Misleading Advertisement
The Advertiser shall not include any advertising on Net AllRounder site that is misleading, unfair or deceptive and all advertising on the Net AllRounder site shall comply with all applicable laws and regulations. The Advertiser agency shall indemnify Net AllRounder and hold Net AllRounder against all loss, liability, damage and expense of any nature (including legal fees) arising out of the Advertiser’s breach of this Clause.
Rejections
Net AllRounder reserves the right, without liability, to reject, omit or exclude any advertisement or to reject or terminate any links based on either inappropriateness or lack of space therefor. If Advertiser submits an advertising material which is larger than the specification as stated in the Insertion Order allows, and insufficient time remains for Net AllRounder to contact Advertiser regarding such non-compliance, in Net AllRounder’s discretion Net AllRounder may include the advertising materials in the Net AllRounder Site, and charge Advertiser a reasonable amount to cover Net AllRounder’s extra costs regarding such noncompliance. Net AllRounder shall not be held responsible for any Advertiser claims made or obligations contained in the content of the Insertion.
Indemnity
Advertiser agrees to indemnify, defend and hold harmless Net AllRounder, and its employees, representatives and agents, from and against any and all losses, damages, suits, judgments, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any claims, suits, actions, or other proceedings brought against Net AllRounder or such party based on or arising from: (a) advertisements or other content supplied by Advertiser, including any claim that it infringes any copyright, trademark or other intellectual property right of a third party or contains any material that is obscene, defamatory, violates any law or regulation, or breaches the rights of any person or entity, including, without limitation, rights of publicity, privacy or personality, or is otherwise actionable; (b) Advertiser’s products or services, including any claim that they are illegal or may harm a third party in any manner; (c) a breach by Advertiser of any representation or warranty contained herein; or (d) the development, operation, maintenance or content contained on Advertiser’s web site; provided that Net AllRounder provides Advertiser with prompt written notice of such claim, suit action or other proceeding, and allows Advertiser the option of assuming sole control and authority over the defense or settlement of such claim or action (provided that Advertiser shall not enter into any settlement which materially affects Net AllRounder’s rights without Net AllRounder’s prior written consent).
Limitation of Liability
Net AllRounder shall not be liable for any errors in content or omissions. Should an error appear in an advertisement, Net AllRounder’s liability will be limited to the cost of the advertisement (pro-rated for the publishing completed). Net AllRounder will not be liable for any delays in delivery and/or non-delivery in the event of an act of God, action by any government entity, transportation, strike, network difficulties, electronic malfunction, etc. or any feasibility, reliability, or effectiveness related to the Net AllRounder Site. Net AllRounder does not represent or warrant that the Net AllRounder site will meet the objectives or needs of Advertiser or any third party. In no event will Net AllRounder be liable for any failure, disruption, downtime, interruption, miscalculation, delay, inaccuracy, or other non-performance related to the Net AllRounder Site.
UNDER NO CIRCUMSTANCES WILL NET ALLROUNDER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS CONTRACT, EVEN IF NET ALLROUNDER HAD BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
Choice of Law
This contract shall be interpreted and construed in accordance with the laws of India and each party hereby submits to the non-exclusive jurisdiction of the Indian courts.
Publicity
The terms and conditions of this Agreement are confidential. Any disclosures by either party about the existence of this Agreement, its terms and conditions, and the activities contemplated herein are subject to the disclosing party obtaining the prior written approval of the other party. Notwithstanding the foregoing, Net AllRounder is allowed to publicize the fact of Advertiser’s Insertion on the Net AllRounder Site, including the content of the advertising materials therein, without needing Advertiser’s prior approval.
Assignment
This Agreement cannot be sold, assigned or transferred by advertiser/agency to any party.
Miscellaneous
If any portion of this Agreement is found unenforceable for any reason, the remainder will remain in full force and effect. No waiver by Net AllRounder shall operate as a waiver of any other provision or any subsequent default. This Agreement is the parties’ entire agreement relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. Net AllRounder will not be bound by the representations of any agents, brokers, or other third parties. Any modifications must be in writing and signed by an authorised representative of Net AllRounder.
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