Advertising Terms of Use
PLEASE READ THIS ADVERTISERS AGREEMENT ("AGREEMENT")
CAREFULLY BEFORE USING THE SERVICES OFFERED BY The Parent & Child A-Z
LIMITED ("COMPANY"). BY CLICKING ON THE
"I ACCEPT" BUTTON BELOW, YOU AGREE TO BECOME
BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS
OF THIS AGREEMENT, CLICK ON THE "CANCEL"
BUTTON AND YOU WILL NOT HAVE ANY RIGHT TO USE THE
SERVICES OFFERED BY COMPANY.
The Web pages available at www.parentandchild.co.uk, and all linked
pages unless indicated otherwise ("Site"),
are owned and operated by Company, and are accessed
by you ("Advertiser"),under the following
terms and conditions:
1. ACCESS TO THE SERVICES
Subject to the terms and conditions of this Agreement,
Company may offer to provide certain services that
relate to facilitating the purchase and sale of Internet
advertisements by bringing together internet Advertisers
and publishers as described more fully on the Site,
and which are selected by publisher through the process
provided on the the Site ("Services"). Company
may change, suspend or discontinue the Services (or
Advertiser's access thereto), at any time, including
the availability of any feature, advertisement, publisher
or content, without notice or liability. Company reserves
the right, at its discretion, to refuse to allow access
to the Services to any applicant at any time. Company
also reserves the right, at its discretion, to modify
this Agreement at any time by posting a notice on
the Site, or by sending Advertiser a notice via email
or postal mail. Use of the Services by Advertiser
following such notification constitutes Advertiser's
acceptance of the modified terms and conditions. Advertiser
certifies to Company that if Advertiser is an individual
(i.e., not a corporation) Advertiser is at least 18
years of age and is capable of forming legally binding
contract under the applicable law. Advertiser also
certifies that it is legally permitted to use the
Services and access the Site, and takes full responsibility
for the selection and use of the Services. Advertiser
shall also remain at all times primarily liable under
this Agreement. For the purposes of this Agreement
the definition of an Advertiser includes, but is not
limited to, direct advertisers, advertising agencies,
media buyers, representatives of a third party whose
advertisements are being advertised as part of the
Services or intermediaries acting on an advertiser's
behalf or who provide tools and technology that are
used in conjunction with or facilitate advertisers
use of the Services.
2. IMPLEMENTATION.
Advertiser agrees to comply with the technical specifications
that the company requires in order to ensure the proper
display of Advertisers advertisements, in connection
with the Services, on publisher's site
3. COMMUNICATIONS SOLELY WITH COMPANY.
Advertiser agrees to direct to Company and not to
any Publisher, as the case may be, all communications
regarding any matter arising out of Advertiser's use
of the Services. Company reserves the right to contact
Advertiser in order to evaluate compliance with this
Agreement.
4. CONTENT.
"Content" means all materials displayed
or made accessible through the Site or Services and
includes but is not limited to; any content published
by a publisher, any advertisements or other content
submitted by any Advertiser, text, graphics, articles,
photographs, images, illustrations, audio clips and
video clips. The Site and its Contents are intended
solely for the use of publishers and Advertisers and
may only be used in accordance with the terms of this
Agreement in connection with authorized use of the
Services.
5. RESTRICTIONS.
Advertiser warrants, represents and agrees that it
will not contribute, submit or make available through
the Services, or use the Services in connection with,
any Content that is infringing, libelous, defamatory,
obscene, abusive, offensive or otherwise violates
any law or right of any third party. Advertiser shall
not authorize or encourage any third party to generate
fraudulent impressions of or fraudulent clicks on
any advertisement, including but not limited to through
repeated manual clicks, the use of robots or other
automated query tools and/or computer generated search
requests, and/or the fraudulent use of other search
engine optimization services and/or software. Company
reserves the right to remove any Content from the
Site at any time, or to terminate Advertiser's right
to use the Services or access the Site, for any reason
(including, but not limited to, upon receipt of claims
or allegations from third parties or authorities relating
to such Content or if Company is concerned that Advertiser
may have breached the terms of this Agreement), or
for no reason at all, subject to the provisions of
paragraph 14 (Termination). Advertiser is responsible
for all of its activity in connection with the Services.
Any fraudulent, abusive, or otherwise illegal activity
is grounds for termination of Advertiser's right to
use the Services or to access the Site. Use of the
Site or Services to violate the security of any computer
network, crack passwords or security encryption codes,
transfer or store illegal material including materials
that are deemed threatening or obscene, or engage
in any kind of illegal activity is expressly prohibited.
6. DISCLAIMERS.
* Advertiser acknowledges and agrees that Company
has no special relationship with or fiduciary duty
to Advertiser and that Company has no control over,
and no duty to take any action regarding: which users
gains access to the Site or Services; what Content
Advertiser accesses or receives via the Site or Services;
what Content other publishers may make available,
publish or promote in connection with the Services;
what effects any Content may have on Advertiser or
its clients; how Advertiser clients may interpret,
view or use the Content; what actions Advertiser or
its clients may take as a result of having been exposed
to the Content, or whether Content is being displayed
properly in connection with the Services.
* Further, Advertiser specifically acknowledges and
agrees that Company has no control over any Content
that may be available or published on any publisher
website (or otherwise), and that Advertiser is solely
responsible (and assumes all liability and risk) for
determining whether or not such Content is appropriate
or acceptable to Advertiser or its clients.
* The Site may contain, or direct Advertiser to sites
containing, information that some people may find
offensive or inappropriate. Company makes no representations
concerning any content contained in or accessed through
the Site or Services, and Company will not be responsible
or liable for the accuracy, copyright compliance,
legality or decency of material contained in or accessed
through the Site or Services. Company makes no guarantee
regarding the level of impressions of or clicks on
any advertisement, the timing of delivery of such
impressions and/or clicks, or the amount of any payment
to be made to Advertiser in connection with the Services.
* THE SERVICES, CONTENT AND SITE ARE PROVIDED ON
AN "AS IS" BASIS, WITHOUT WARRANTIES, REPRESENTATION
AND GUARANTEES OF ANY KIND EITHER EXPRESS OR IMPLIED.
COMPANY DOES NOT WARRANT THE RESULTS OF USE OF THE
SERVICES, INCLUDING, WITHOUT LIMITATION, THE RESULTS
OF ANY ADVERTISING CAMPAIGN, AND ADVERTISER ASSUMES
ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO.
* COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR
PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED
ON OR THROUGH THE SITE, SERVICES OR ANY WEBSITE LINKED
TO THE SITE.
Company will not be liable for the privacy of e-mail
addresses, registration and identification information,
disk space, communications, confidential or trade-secret
information, or any other Content stored on Company's
equipment, transmitted over networks accessed by the
Site, or otherwise connected with Advertiser's use
of the Services.
7. LAW, JURISDICTION AND DISPUTES
This Agreement shall be governed by and construed
in accordance with English law, and the parties hereby
irrevocably submit to the exclusive jurisdiction of
the English courts. Notwithstanding the foregoing,
Company may commence an action in any court in any
jurisdiction.
8. REGISTRATION AND SECURITY.
As a condition to using Services, Advertiser may be
required to register with Company and select a password
and Advertiser name ("Company User ID").
Advertiser shall provide Company with accurate, complete,
and updated registration information. Failure to do
so shall constitute a material breach of this Agreement,
which may result in immediate termination of Advertiser's
account. Advertiser may not (i) select or use as a
Company User ID a name of another person with the
intent to impersonate that person; (ii) use as a Company
User ID a name subject to any rights of a person other
than Advertiser without appropriate authorisation.
Company reserves the right to refuse registration
of, or cancel a Company User ID in its discretion.
Advertiser shall be responsible for maintaining the
confidentiality of Advertiser's Company password.
9. INDEMNITY.
Advertiser shall indemnify, defend and hold harmless
Company, its parents, subsidiaries, affiliates, officers
and employees, against all liabilities, claims and
expenses that may arise from;
i. a breach of this Agreement by Advertiser,
ii. Advertiser's access to the Site,
iii. Advertisers use of the Services,
iv. any third party using the Advertiser's account,
or
v. in connection with any claims actual or threatened,
of any kind (including, any claim of intellectual
property infringement, libel, defamation, breach of
confidentiality, breach of any statutory or regulatory
duty, false or misleading advertising or breach of
any industry advertising codes or sales practices)
arising from any advertisement and/or any material
of Advertisers (or otherwise) made available on the
Site or through the Services
10. LIMITATION OF LIABILITY.
10.1 This clause 10 prevails over all other clauses
and sets forth the entire Liability of the Company.
"Liability" means liability in or for breach
of contract, Breach of Duty, misrepresentation, restitution
or any other cause of action whatsoever relating to
or arising under or in connection with this Agreement,
including, without limitation, liability expressly
provided for under this Agreement or arising by reason
of the invalidity or unenforceability of any term
of this Agreement (and for the purposes of this definition,
all references to "this Agreement" shall
be deemed to include any collateral contract). Nothing
in this Agreement shall exclude the Companies Liability
for (i) the tort of deceit; (ii) death or personal
injury caused by its Breach of Duty; (iii) any breach
of the obligations implied by s.12 Sale of Goods Act
1979 or s.2 Supply of Goods and Services Act 1982;
(iv) fraudulent misrepresentation or (v) any other
Liability which cannot be excluded or Limited by applicable
law.
10.2 Save as provided in Clause 10 but subject to
Clause 10.3, Company does not accept and hereby excludes
any Lliability for loss of or damage to Advertiser's
tangible property other than that caused by Company's
Breach of Duty.
10.3 Save as provided in Clause 10.1 but subject to
Clauses 10.22 and 05, Company's Liability for loss
of or damage to Advertiser's tangible property caused
by Company, its employees, subcontractors or agents
acting within the course of their employment during
the performance of this Agreement, shall not exceed
£100. Neither corruption of data nor loss of
data shall constitute physical damage to property
for the purposes of this Clause 10.3
10.4 Save as provided in Clauses 10.1 and 10.2, Company
does not accept and hereby excludes any Liability
for Breach of Duty other than any such Liability arising
pursuant to the terms of this Agreement.
10.5 Save as provided in Clause 10.1, Company shall
have no Liability for:
i. loss of revenue;
ii. loss of actual or anticipated profits;
iii. loss of contracts;
iv. loss of the use of money;
v. loss of anticipated savings;
vi. loss of business;
vii. loss of opportunity;
viii. loss of goodwill;
ix. loss of reputation;
x. loss of, damage to or corruption of data; or
xi. any indirect or consequential loss;
and such Liability is excluded whether it is foreseeable,
known, foreseen or otherwise. For the avoidance of
doubt, Clauses i(i) to x(x) apply whether such losses
are direct, indirect, consequential or otherwise.
10.6 Save as provided in Clause 10.1, the total Liability
of Company to Advertiser or any third party shall
in no circumstances exceed, in aggregate, a sum equal
to the greater of: a) £100; or b) 100% of the
Total Fees collected and received by Company from
Advertiser in respect of the Services in the 12 months
preceding any cause of action arising.
10.7 The limitation of Liability set out in this clause
10.6 has effect in relation both to any Liability
expressly provided for under this Agreement and to
any Liability arising by reason of the invalidity
or unenforceability of any term of this Agreement.
10.8 The Contracts (Rights of Third Parties) Act 1999
shall not apply to this contract and no term of this
contract shall be enforceable by any third party.
11. FEES AND PAYMENT.
11.1 Subject to Clause 11.3, Some of the Services
require payment of fees, which may include, but is
not limited to, bid fees, impression fees and setup
charges ("Fees"). Advertiser shall pay all
applicable fees, as described below and on the Site
in connection with such Services or Campaigns selected
by the Advertiser.
11.2 You will be charged a fee to the value of your
bid for each valid impression or click on your listings
by a user ("Bid Fee"), (and whether or not
the user is transferred to the website designated
in respect of a particular listing and irrespective
of whether a website designated in respect of a particular
listing is available; for example and without limitation,
such a website may be down for site re-design, down
time, technical problems or other reasons);
11.3 You shall not be charged a Bid Fee on clicks
or impressions that the Company deems (in its absolute
discretion) to be invalid or not otherwise payable
under this Agreement.
11.4 The setup charge and setup credit may vary depending
on the type of Services that you have selected.
11.5 The setup charge and setup credit are not refundable
under any circumstances.
11.6 "Total Fees" payable by Advertiser
are all Fees plus VAT and applicable taxes (less any
discount that the Company may have agreed with you
in writing), plus any credit card usage fee as set
out in Clause 11.9.
11.7 Total Fees will be payable by Advertiser either:
11.7.1 by being deducted from Advertiser's account
by the Company; or
11.7.2 if Company has agreed to grant Advertiser credit,
by Company issuing to Advertiser an invoice for the
cumulative Total Fees that have accrued during the
month in respect of which the invoice is issued (notwithstanding
any indication from Advertiser as to a budget to be
expended between any two dates) and Advertiser shall
remit payment to the Company for the amounts indicated
in the invoice within 14 days of the date of the invoice
(unless otherwise agreed by the Company in writing).
In any event, Advertiser acknowledges that the Total
Fees shall be payable to the Company whether or not
Advertiser, another Advertiser and/or a User and/or
a third party and/or a representative and/or an intermediary
is credited with any monies which may be payable consequent
on the Services.
11.8 Total Fees and any other payments due under this
Agreement are payable in the currency of England from
time to time and shall be made by credit card, telegraphic
transfer or any other method authorised by the Company.
The Company may charge interest on any amount due
but unpaid at the rate of two per cent (2%) per month
above the base lending rate of the Company's principal
bankers from time to time (or the highest rate permitted
by applicable law, if less), from the date when payment
was due until such time as payment is actually received.
Advertiser will be responsible for all expenses (including
reasonable legal fees) incurred by the Company in
collecting any amounts due. You should also be aware
that late payment may incline the Company to suspend
or terminate your status as an Advertiser.
11.9 If you use a credit card to pay, then the Company
reserves the right to charge an additional "credit
card usage fee" of 3.5% of the amount charged
to your credit card. If you have elected to pay the
Company by credit card, you agree that the Company
may charge the credit card for the pre-determined
amount set by you which shall be shown on your account.
11.10 You shall be responsible for the payment of
any and all charges and/or fees incurred by the Company
as a result of any credit chargeback or dishonoured
cheque. If you believe any claim or dispute exists
with respect to any charges or fees incurred by you
pursuant to this Agreement, you shall notify the Company
in writing no more than 14 days following charging
by the Company of your credit card, or no more than
14 days after the date of the Company's invoice. Your
failure to notify the Company of any claim or dispute
within such 14 day period shall result in the waiver
of any such claim or dispute by Advertiser and such
charges or fees shall become final.
11.11 In the event that the Company is unable to charge
your credit card or a cheque issued by you is returned,
or payment is otherwise not received from you, the
Company may, in its sole discretion and in addition
to any other remedies available to it, suspend or
terminate Your status as an Advertiser, your account
and/or ability to use or receive the Services.
11.12 The Company may outsource the collection of
any amounts due by you (whether by credit card or
otherwise) to a third party.
11.13 All invoices created by the Company to the Advertiser
shall be based on the Company's measurements and shall
be in accordance with measurement and tracking. In
addition, all payments will be based upon the Company's
measurements and not based upon advertiser, its clients,
its agents or any third party's measurements.
12. CONFIDENTIALITY.
12.1"Confidential Information" means in
relation to either party, information (whether in
oral, written or electronic form) belonging or relating
to that party, its business affairs or activities
which is not in the public domain and which: (i) either
party has marked as confidential or proprietary, (ii)
either party, orally or in writing has advised the
other party is of a confidential nature or (iii) due
to its character or nature, a reasonable person in
a like position to the recipient of such information
under this Agreement, and under like circumstances,
would treat as confidential and, for the avoidance
of doubt, "Confidential Information" shall
include but is not limited to the terms of this Agreement,
information about the Services and technical formulae,
specifications and processes, guidelines, product
designs, technology, programming audit results, click
through rates and other statistics relating to the
Services, sales, cost and other unpublished financial
information, product and business plans, projections,
and marketing and promotional data.
12.2 During the term of this Agreement and for two
years thereafter, each party shall maintain the confidentiality
of the other party's Confidential Information and
shall not, without the prior written consent of the
other, use, disclose, copy or modify the other party's
Confidential Information (or permit others to do so)
other than as necessary for the performance of its
rights and obligations under this Agreement.
12.3 Each party undertakes to disclose the other party's
Confidential Information only to those of its officers,
employees, agents and contractors to whom, and to
the extent to which, such disclosure is necessary
for the purposes contemplated under this Agreement
and to procure that such persons are made aware of
and agree to observe the obligations in this Clause
12.
12.4 Each party shall give notice to the other of
any unauthorised misuse, disclosure, theft or other
loss of the other party's Confidential Information
immediately upon becoming aware of the same.
12.5 The provisions of this Clause 12 shall not apply
to information which:
12.5.1 is or comes into the public domain through
no fault of the recipient, its officers, employees,
agents or contractors;
12.5.2 is lawfully received from a third party free
of any obligation of confidence at the time of its
disclosure; or
12.5.3 is demonstrably independently developed by
the recipient, its officers, employees, agents or
contractors.
12.6 In the event a party is required by law, stock
exchange, regulatory body, court or governmental order
to disclose Confidential Information, then the party
so required shall, prior to any disclosure, notify
the other party and at that other party's request
and cost, assist that other party in opposing any
such disclosure. Advertiser shall not make any public
statement, issue any press release or make or release
any other type of announcement or statement relating
to the existence of this Agreement without the prior
written approval of Company.
12.7 Each party shall administer and protect the other
party's Confidential Information with at least the
same degree of care used to administer and protect
its own Confidential Information, and in any event,
with no less than reasonable care.
12.8 Without prejudice to the terms of this Clause
12, Advertiser shall maintain the confidentiality
of the Advertiser Reporting Area and any and all reports
or information within the Advertiser Reporting Area
and shall not permit any third party, unless third
party has received prior consent from both Advertiser
and Company, to use the Services or gain access to
or use the Advertiser Reporting Area or any or all
reports or information within the Advertiser Reporting
Area. Advertiser shall immediately notify Company
of any unauthorised access to or use of the same or
any other breach of security (real or which Advertiser
should reasonably suspect). Advertiser is solely responsible
for the actions of anyone using the Advertiser Reporting
Area or any or all reports or information within the
Advertiser Reporting Area.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 You hereby grant Company and publishers a non-exclusive,
worldwide, royalty-free licence to use any of the
Advertiser names, corporate names, logos, trade marks,
service marks, trade names, trade dress, graphics,
buttons, banners, URLs, domain names, business names
and copyrights and content supplied or authorised
by Advertiser for use in the Services ("IP")
(such authorisation is deemed to occur when Advertiser
makes use of the Services), such use to include, without
limitation: a) display on and in: press releases/announcements;
business plans; marketing material; the Site; publisher's
websites; Company's brochures and media packs; trade
shows; corporate literature; public relations materials;
and b) a right for publisher and Company to link the
Site or any publisher's websites to a website nominated
by Advertiser for the purpose of the provision of
the Services.
13.2 You shall not use Company's IP without prior
written approval by the Company. All IP of Company
shall remain the exclusive property of Company. Nothing
in this Agreement shall grant Advertiser the right
or licence to use any of such IP
13.3 Each party owns and shall retain all right, title
and interest in its IP and proprietary technology.
The goodwill associated with the use of the same shall
inure solely to the benefit of the owning party.
13.4 Advertiser hereby irrevocably grants to Company,
all such rights in any content that Advertiser submits
to Company, as shall be necessary for Company to provide
the Services.
14. TERMINATION.
14.1 The Company may terminate the Services at any
time by notifying the other party by any means. Company
may also terminate or suspend any and all Services
and access to the Site immediately, without prior
notice or liability (subject always to clause 10),
if Advertiser breaches any of the terms or conditions
of this Agreement. Any fees paid hereunder are non-refundable
and non-cancellable. If the company exercises its
right to terminate the Services, Advertiser shall
remain liable for all, including but not limited to,
site specific campaigns and network campaigns ("Campaigns")
that Advertiser has entered into under the terms of
this Agreement until the completion of that Campaign.
Should the Advertiser wish to terminate or temporarily
pause a Campaign, the Advertiser must contact the
Company in writing and it will be in the Company's
sole discretion whether the Advertiser can terminate
the Campaign.
Upon termination of the Advertiser's account, Advertiser's
right to use the Services will immediately cease.
All provisions of this Agreement which by their nature
should survive termination shall survive termination,
including, without limitation, warranty disclaimers,
and limitations of Liability. It is the Advertiser's
responsibility to pause/suspend his account at appropriate
times.
14.2 Neither party shall have any remedy against the
other based on or arising out of termination of this
Agreement, but termination shall be without prejudice
to the rights of either party accrued at the date
of such termination.
14.3 Company shall not be liable for any delay or
failure to perform due to government restriction,
strikes, war, any natural disaster or any other condition
or event beyond Company's control
15. USE OF THE SERVICES, REPRESENTATIONS AND WARRANTIES.
15.1 Basic conduct: Advertiser shall cooperate fully
with the Company to investigate any suspected unlawful,
harmful, fraudulent or improper activity or any activity
which contravenes any of this Clause 15, including
granting authorised Company representatives access
to any password-protected portions of the Advertiser
account.
15.2 Advertisers are solely responsible for, and shall
exercise caution, discretion, common sense and judgment
in, using the Services.
15.3 Advertiser is solely responsible for, including
but not limited to the; look, design, content, wording
and graphics of their advertisements.
15.4 Company is not responsible for and shall not
be liable for, in any way,
15.4.1 the publisher's website,
15.4.2 the publisher's websites content,
15.4.3 the publisher's websites uptime
15.4.4 the manner in which publisher implements the
advertisement(s) on his site,
15.4.5 or any failure or delay on the publisher's
behalf in implementing the advertisement(s).
15.5 Company warrants that it will perform the Services
and discharge the obligations in this Agreement with
reasonable care and skill. Subject to the foregoing,
the Company cannot guarantee that the Services will
meet the Advertisers requirements or that the Services
will be uninterrupted, timely, secure, or error free.
15.6 Advertiser warrants that:
15.6.1 the advertisements do not
15.6.1.1 infrige or violate any applicable law, regulation
or any other applicable regulation or statutory instrument
applicable in the jurisdiction;
15.6.1.2 do not infringe in any manner any copyright,
patent, trade mark, trade secret or other intellectual
property right of any third party;
15.6.1.3 do not breach any duty towards or rights
of any person or entity and have not otherwise resulted
in any consumer fraud, product liability, tort, breach
of contract, injury, damage or harm of any kind to
any person or entity;
15.6.1.4 are not false, misleading or fraudulent;
15.6.1.5 do not libel, defame, cause injury to, invade
the privacy of, harass or otherwise infringe or violate
the rights of any person or third party;
15.6.1.6 comply with data protection legislation and
Advertiser does not collect or use personal information
through advertisements without permission from any
relevant data subject; and furthermore Advertiser
may not combine, co-mingle, compare or match any information
that Advertiser legally collects via Advertisers advertisements
on any publisher property with any personal information,
clickstream or cookie information that Advertiser
may have; and
15.6.1.7 do and shall not include any obscene, offensive,
tasteless, defamatory or hateful language,
15.6.2 its use of the Services shall be performed
in compliance with all applicable laws, enactments,
orders, regulations, and other similar instruments
in each jurisdiction in which the Services is supplied
and in each country or territory which exercises effective
jurisdiction over the use of the Services;
15.6.3 it shall not post or promote, and shall use
its best endeavours to avoid transmission of, by or
in connection in any way with the Services, any material
of any kind or nature which is, or which may be reasonably
considered to be obscene, indecent, libellous, illegally
pornographic, seditious, offensive, defamatory, threatening,
unlawful, harmful, vulgar, liable to incite racial
hatred, discriminatory, menacing, blasphemous, in
breach of confidence or in respect of which it is
not the true and lawful owner of the copyright or
trade mark as the case may be or for which it has
not obtained all necessary licences and/or approvals
or which is racially, ethnically or otherwise objectionable;
and it further warrants that any such materials shall
not be contrary to the applicable law anywhere in
the world; 15.6.4 it shall not post or promote and
shall use its best endeavours to avoid transmission
of, by or in connection in any way with the Services,
any materials of any kind or nature that encourages
conduct that could constitute a criminal offence,
give rise to civil liability or otherwise violate
any applicable laws or regulations;
15.6.5 it shall not use the Services or permit the
Services to be used for illegal purposes;
15.6.6 it shall not interfere with any third party's
use and enjoyment of the Services;
15.6.7 it shall not use the Services in any way that
may diminish or damage the Company's goodwill (including
the goodwill in the Company's intellectual property)
or that may cause a reasonable person to assume an
association between the Company and a website associated
with (without limitation) child pornography, crime,
defamation or copyright infringement;
15.6.8 it shall not interfere with or disrupt the
Company's computer networks or the networks of those
to whom the Company provides services;
15.6.9 its use of the Services and actions pursuant
to this Agreement shall not infringe the intellectual
property rights of any third party;
15.6.10 it shall not make any statement, orally or
in writing, publicly or privately, or do any act or
otherwise conduct itself in such a manner as will
or may in the opinion of the Company disparage the
Company;
15.6.11 it shall not post or promote and shall use
its best endeavours to avoid transmission of corrupted
files, viruses, worms, trojan horses or other code
detrimental to the owner or user of any computer system
or that would damage or corrupt data, storage media,
programs, equipment or communications, or otherwise
interfere with operations;
15.6.12 it shall not attempt to or actually interfere
with the proper functioning of the Site or any transactions
being offered on the Site. Furthermore, the Advertiser
warrants that it shall not use any device, software
or routine which may potentially or actually cause
such interference;
15.6.13 it shall not modify Company's intellectual
property and acknowledge that the Company may forthwith
terminate this Agreement if the Advertiser, in any
jurisdiction, adopt, use, register or apply for registration
of any of Company's intellectual property, or any
word or symbol, or any combination confusingly similar
to any of Company's intellectual property;
15.6.14 it shall not use Company's intellectual property
in any way that implies endorsement by Company of
products or services, without Company's prior written
consent;
15.6.15 it shall not commit any act that would or
does impose an unreasonable or disproportionately
large load on Company's infrastructure;
15.6.16 it shall not impersonate any person or entity;
15.6.17 it shall properly use the Services in accordance
with the Company's reasonable instructions;
15.6.18 it shall not use any automated means in connection
with the Services, including, without limitation,
agents, robots, scripts, or spiders, for any reason
(including but not limited to accessing, monitoring
or copying the Services and the technology and intellectual
property behind it);
15.6.19 it shall not use the Services: (a) to promote
violence or actions that are threatening in any way
to any third party; (b) to promote illegal or harmful
activities or substances; (c) to promote discrimination
based on race, sex, religion, nationality, disability,
sexual orientation or age; (d) that result in, or
intend to, defraud users; (e) that violate or infringe
upon the rights of any third party, including but
not limited to intellectual property rights, publicity
rights or privacy rights; and (f) that promote goods
or services that have resulted in or are intended
to cause any type of physical or mental harm to any
third party or the property of any third party;
15.6.20 it has complied with any codes of practice
issued by any authorised body in an applicable jurisdiction
responsible for the regulation of advertising; it
is contracting with Company as principal and have
the authority to do so, notwithstanding that Advertiser
may be acting as an advertising agency, media buyer,
in some other representative capacity or as an intermediary
acting on an advertiser's behalf or who provide tools
and technology that are used in conjunction with or
facilitate advertisers use of the Services. 15.6.21
15.7 Advertiser's advertisements will not :contain
any telephone numbers.
15.8 Company reserves the right to contact Advertisers
in order to evaluate compliance with this Agreement.
16 ASSIGNMENT Advertiser, shall not give, bargain,
sell, assign, sub-let or otherwise dispose of this
Agreement or any part thereof or the benefit or advantage
of the Agreement or any part thereof without the prior
consent in writing of Company
17 FORCE MAJEURE
Company shall not be liable for any delay or failure
to perform its obligations under this Agreement to
the extent that and for so long as such delay or failure
results from circumstances beyond its control (an
"event of force majeure"). In the event
an event of force majeure occurs, Company shall notify
Advertiser as soon as reasonably practicable of becoming
aware of such event. If any event of force majeure
continues for a period exceeding two months, Advertiser
shall have a right to terminate this Agreement immediately
on written notice to Company.
18 RELATIONSHIP
Company and Advertiser are independent contractors
and nothing in this Agreement will create any partnership,
joint venture, agency, franchise, representative status
or employment relationship between the parties. Neither
party has authority to and shall not make any representations
or incur any liability or cost or enter into any contracts
or other arrangements involving the other party in
financial or other commitments without that other
party's express prior approval in writing; nor shall
either party hold itself out as having authority to
do the same. Advertiser shall not make any statement
or representation, whether on the Advertiser websites
or otherwise, that the parties are in a contractual
relationship, other than for the purpose of this Agreement.
19 EQUITABLE RELIEF
The parties acknowledge and agree that a breach of
the terms of this Agreement may result in irreparable
and continuing damage to the other party for which
there may be no adequate remedy at law, and that in
the event of such breach, the non-breaching party
shall be entitled to apply for injunctive relief and/or
a decree for specific performance and such other and
further relief as may be appropriate.
20 WAIVER
The failure of either party to enforce or to exercise
at any time or for any period of time any term of
or any right pursuant to this Agreement does not constitute,
and shall not be construed as, a waiver of such term
or right and shall in no way affect that party's right
later to enforce or to exercise it.
21 NON-SOLICITATION
21(1) Advertiser agrees that, without the prior written
consent of Company, neither Advertiser nor any of
Advertiser's Group nor any connected persons of any
of Advertiser or Advertiser's Group shall directly
or indirectly, whether by itself, its employees or
agents and whether on its own behalf or on behalf
of any other person or otherwise howsoever:
a. at any time during the Agreement or for 6 months
thereafter solicit or entice away or seek to solicit
or entice away from Company or Company's Group any
person who at the time of such solicitation, enticement
or seeking was during the Agreement (or for 6 months
thereafter or during any part of the period of 3 months
immediately preceding the Agreement) an employee of
the Company or any company in Company's Group, and
whether or not that person would commit any breach
of his contract of employment by reason of leaving
the service of Company or any company in Company's
Group; or
b. at any time during the Agreement or for 6 months
thereafter employ or otherwise engage any person who
during the Agreement (or for 12 months thereafter
or during any part of the period of 3 months immediately
preceding the Agreement) was employed by Company or
any company in Company's Group.
22 ENTIRE AGREEMENT
This Agreement contains all the terms agreed between
the parties regarding its subject matter and supersedes
and excludes any prior agreement, understanding or
arrangement between the parties, whether oral or in
writing. No representation, undertaking or promise
shall be taken to have been given or be implied from
anything said or written in negotiations between the
parties prior to this Agreement except as expressly
stated in this Agreement. Neither party shall have
any remedy in respect of any untrue statement made
by the other upon which that party relied in entering
into this Agreement (unless such untrue statement
was made fraudulently or was as to a matter fundamental
to a party's ability to perform this Agreement) and
that party's only remedies shall be for breach of
contract as provided in this Agreement.
23 SURVIVAL
The provisions of Clauses 11, 14, 13, 10, 9, 21, 12,
and from clause 16 to 24 inclusive, together with
those provisions that either are expressed to survive
its expiry or termination or from their nature or
context it is contemplated that they are to survive
such termination, shall survive termination of the
Agreement.
24. GENERAL PROVISIONS
24.1 In this Agreement: (a) Where the context so admits
or requires, words denoting the singular include the
plural and vice versa, words denoting any gender include
all genders and words denoting persons shall include
partnerships, bodies corporate and unincorporated
associations of persons and vice versa; (b) Clause
headings are purely for ease of reference and do not
form part of or affect the interpretation of this
Agreement; (c) References to "include" and
"including" shall be deemed to mean respectively
"include(s) without limitation" and "including
without limitation"; (d) References to each party
herein include references to its successors in title,
permitted assigns and novatees; (e) Save for other
companies in Company's group of companies, no person
(including, for the avoidance of doubt, any third
party to whom any or all rights and/or obligations
under this Agreement are assigned, transferred or
novated in accordance with the terms hereof or otherwise
by written agreement of the parties) who is not a
party to this Agreement shall acquire any rights under
it or be entitled to benefit from any of its terms
even if that person has relied on any such term or
has indicated to any party to this Agreement its assent
to any such term; (f) The failure of Company to enforce
or to exercise at any time or for any period of time
any term of or any right pursuant to this Agreement
does not constitute, and shall not be construed as,
a waiver of such term or right and shall in no way
affect Company's right later to enforce or to exercise
it; (g) If any term of this Agreement is found to
be illegal, invalid or unenforceable under any applicable
law, such term shall, insofar as it is severable from
the remaining terms, be deemed omitted from this Agreement
and shall in no way affect the legality, validity
or enforceability of the remaining terms; (h) Those
provisions of this Agreement that are expressed to
survive its expiry or termination or from their nature
or context it is contemplated that they are to survive
such termination, shall survive termination of this
Agreement; (i) Company and Advertiser are independent
contractors and nothing in this Agreement will create
any partnership, joint venture, agency, franchise,
representative status or employment relationship between
the parties. Advertiser have no authority to and shall
not make any representations or incur any liability
or cost or enter into any contracts or other arrangements
involving Company in financial or other commitments
without Company's express prior approval in writing;
nor shall Advertiser hold itself out as having authority
to do the same. Advertiser shall not make any statement
or representation that the parties are in a contractual
relationship, other than for the purpose of this Agreement;
(j) The parties acknowledge and agree that a breach
by Advertiser of any of the terms of this Agreement
may result in irreparable and continuing damage to
Company for which there may or will be no adequate
remedy at law, and that in the event of such breach,
Company shall be entitled to apply for injunctive
relief and/or a decree for specific performance and
such other and further relief as may be appropriate;
and (k) Except as expressly stated in this Agreement,
all warranties, conditions and other terms, whether
express or implied, by statute, common law or otherwise
are hereby excluded to the fullest extent permitted
by law.
