1. Introduction
1.1
The terms are incorporated into each agreement entered into between
the Job Shop Depot .com and Depot Brand .com on line publisher
and the customer whether or not the advertising order form of
any other document which the customer signs makes reference to
these terms.
1.2 In this contract the following
expressions have the following respective meanings
unless the context otherwise requires:
'Online
publisher' means Job Shop Depot and Depot Brand .com
'Advertiser' means the person
or company identified on the order form and includes
an advertising as EWCI/acting on behalf of an
advertiser.
'Website' means the particular
website as detailed on the order.
2). Terms of payment
Payments can be made by credit
card or by invoice.
Advertisers paying by invoice will be invoiced
on the first day of the contract period set forth
on the order. Payment shall be made in full to
the online publisher no later than thirty days
of the 'live' date of the advertiser’s program,
as specified in the order. All payments to the
online publisher hereunder shall be made in USD.
In the event of late payment the online publisher
reserves the right to suspend the advertisers
information posted on the website. In the event
the online publisher may post an 'account suspended'
notice in place of any company information supplied.
3). Acceptance of advertising
is subject to space availability upon receipt
of signed contract or order by the online publisher.
4). Advertisers Representations:
The advertiser warrants and represents
to the online publisher that:
(1) it has the right to publish
the contents of the advertisement, without infringement
of any rights of any third party including, without
limitation. Intellectual property rights.
(2) It has complied with the codes
of practice issued by the Advertising issued by
the Advertising Standards Authority in respect
of electronic and on-line advertising and all
other relevant industry codes of practice.
(3) It will be fully responsible
for the terms (including, without limitation,
product description, price and compliance with
all applicable laws and regulation) of any contract
for the sale of goods or services to customers
who have seen the advert displayed by the online
publisher.
The advertiser agrees to indemnify the online
publisher forthwith on demand and hold the online
publisher harmless against any and all expenses,
damages and losses of any kind (including reasonable
legal fees and costs) incurred by the online publisher
in connection with any claims, actual or threatened,
of any kind (including, without limitation, breach
of contract, any claim of trademark or copyright
infringement, libel, defamation, breach of confidentiality,
false or misleading advertising or sales practices)
arising from the advertisement and/or any material
of the advertiser to which users can link through
the advertisement and any other contract entered
into for the purchase of the advertised goods
or services…
The advertiser will defend or settle at its own
expense any action or other proceedings brought
against the online publisher that relates to the
advertisement and /or any material of the advertiser
to which users can link through the advertisement.
The online publisher shall notify the advertiser
promptly of any such claim and shall permit the
advertiser to assume and control the defiance
of such action with Counsel chosen by the advertiser
(who shall be reasonably acceptable to the online
publisher)and shall not enter into any settlement
or compromise of any such claim without the advertiser’s
prior written consent. The advertiser shall pay
any and all proper costs, damages and expenses
(including but not limited to reasonable legal
fees and costs) awarded against or incurred by
the online publisher in any such action or proceedings.
5.1) The online publisher reserves
the right to re-design parts of the entire website
as detailed in the order and to re-position advertising
and sponsorship accordingly without prior notice.
5.2) Optimized web pages containing
your company name and information may be submitted
to search engines at the expense of the online
publisher.
5.3) Positioning of advertisements
is at the sole discretion of the online publisher
except where a request for a specific preferred
position is acknowledge by the online publisher
in writing. Material must be received by the advertisements;
the insertion term may be reduced.
6). the online publisher may create
an advertisement on behalf of the advertiser if
material is not received by the agreed deadline.
7). All contents of advertisements
are subject to online publisher’s approval.
The online publisher reserves the right to reject
or cancel any advertisement, order, space reservation
or position commitment at any time, or remove
any advertisement from any website page controlled
by the online publisher, or reject any URL link
embodied within any advertisement.
• The online publisher will
notify the advertiser by email that their advertisement
had been added to the website.
• The agreed duration will
begin from notification by the online publisher.
• The advertiser must notify
the online publisher as soon as is reasonable
by either email or fax of any inaccuracy or changes
that need to be made.
• The content of all ads
incorporating data provided by a third party is
not subject to the advertiser’s prior approval
but no warranty is given by the online publisher
with relation to the accuracy of such advertisements.
The online publisher dose not undertaken to review
The contents of any advertisements and any such
review of and approval by the online publisher
shall not be deemed to constitute an acceptance
by the online publisher that such advertisement
is provide in accordance with the terms of the
Agreement nor shall it constitute a waiver of
the online publisher’s rights here under.
The online publisher makes no warranty, express
or implied as to the accuracy of any advert. In
the event that any advert is inaccurate, the advertiser’s
sole remedy is for the online publisher to remedy
such inaccuracy with in 2 working days of it being
notified of the inaccuracy by the advertiser.
9. All orders are accepted subject
to provisions of the current rate card. Rates
are subject to change upon notice form the publisher.
In the event of a rant increase during the period
of the insertion order, the advertiser will have
the option to cancel the remaining period of the
insertion order with one month’s notice
or as of the data of the increase, whichever period
is the shorter, without penalty or continue the
order at the revised rate.
Page impression based campaigns are monitored
and invoiced according to figures by the online
publisher.
10. Limitation of Liability the
online publisher will not be liable, in contract,
tort(including, without limitation, negligence),
pre-contract or other representations (other than
fraudulent or negligent misrepresentations) or
otherwise out of or in connection with these terms
and conditions for :
Any economic losses (including
without limitation loss of revenues, profits,
business or anticipated savings);or any loss of
goodwill or reputation; or any special or indirect
or consequential losses;
in any case whether or not such losses were within
the contemplation or either at the date on which
the event giving rise to the loss occurred, suffered
or incurred by a party arising out of or in connection
with the provisions of any matter under these
terms and conditions. In particular, and without
limitation, the advertiser acknowledges that the
online publisher will not be liable for such losses
whether arising form a failure to publish an advertisement
or form the inaccuracy of any data contained in
advertisements (whether such inaccuracy arises
from any action or failure to act, of the online
publisher the advertiser or a third party.)
Nothing in these terms and conditions
shall exclude or limit the online publisher’s
liability for death or personal injury resulting
form its negligence or that of that of its servants,
agents or employees.
Subject to the above the liability of the online
publisher in contract, tort, negligence, pre-contract
or other representations or otherwise arising
out of or in connection with these terms and conditions
or the performance or observance of its obligations
under these terms and conditions, and every applicable
part of them shall be limited to the amendment
of any inaccurate data in accordance with section
9 above or in the event that the online publisher
fails to electronically publish an advertisement,
the advertisement sole remedy and the online publisher’s
entire liability to the advertiser shall be limited
at the online publisher’s option to either
a refund of the advertising fee or relevant portion
thereof, or placement of the advertisement at
a later time a comparable position.
The advertiser acknowledges that
any website on which an advert is displayed is
provided on an ‘as is’ and 'as available’
basis without any representation or endorsement.
The online publisher makes no warranties of any
kind, whether express or implied, in relation
to such website, including but not limited to,
implied warranties of satisfactory quality, fitness
for a particular purpose, non-infringement, compatibility,
security, accuracy, condition or completeness,
or any implied warranty arising form course of
usage or trade or that the website will meet any
requirements or will be uninterrupted, timely,
secure or error-fee, that defects will be corrected,
or that the website or the server that makes it
available are free of viruses or bugs or are fully
functional, accurate, or reliable.
11) the online publisher shall
have the right to hold the advertiser or its agent
liable for monies as are due and payable to online
publisher for advertising which the advertiser
or its agent ordered and which advertising was
published and displayed.
12) No conditions other than those
set forth in the rate card shall be binding on
the online publisher unless specifically agreed
to in writing by the online publisher.
13) The online publisher is not
liable for delays in delivery and/or non-delivery
in the event of any situation beyond the control
of the online publisher.
14) No conditions other than those
set forth in the insertion order or this shall
be binding unless expressly agreed to in writing.
In the event of any inconsistency between the
insertion order and this agreement, this Agreement
shall prevail.
15) Miscellaneous These terms
and conditions (as amended from time to time)
together with any document
Expressly referred to in any of the term, contains
the entire agreement between the parties relating
to the subject matter covered and supersede any
pervious arrangements, undertakings or proposals,
written or verbal, between the parties in relation
to such matters. No verbal expiation or verbal
information given by any party shall alter the
interpretation to these terms and conditions.
Each party confirms that, kin agreeing to these
terms and conditions, it has not relied on any
representation save insofar as the same has expressly
been made a representation in these terms and
conditions and agrees that it shall have no remedy
in respect of any misrepresentation which has
not become a term of these term and conditions
save that the agreements of each party contained
in this.
The invalidity, illegality or
un enforceability of any provision of these terms
and conditions shall not affect or impact the
continuation in force of the remainder of these
terms and conditions.
Nothing in these terms and conditions shall be
construed as creating a partnership or joint venture
of any kind between the parties or as constituting
either party as the agent of the party for any
purpose whatsoever and neither party shall have
the authority or power to bind the other party
or to contract in the name of or create a liability
against the other party in any way or for any
purpose.
These terms and conditions shall
be governed by and construed in accordance with
united states law state of Michigan and the parties
hereby submit to the non-exclusive jurisdiction
of the United States of America courts in respect
of any dispute or matter arising out of or connected
with these terms and conditions.
Contractual information:
• Banner adverts must be
delivered at least seven business days prior to
the start of an insertion term.
• All other advertising copy and material
must be delivered at least three business days
prior to the start of an insertion terms.
• All advertising requires a order with
a perchance or number and or title of buyer.
• All program start on weekdays (excluding
bank holidays).
• Advertising agency commission: invoices
for bookings made by advertising agencies will
be credited with a total of 15% of the advertising
changes set out in the invoice.
• Renewal : we will send advertiser a renewal
agreement prior to the expiration of the advertiser’s
original order. Rates are subject to change upon
renewal.
Any advertiser in good standing
may renew by making a new order for the service.
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