AdJug - the online advertising exchange

Advertiser terms and conditions

PLEASE READ THIS ADVERTISERS AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY ADJUG 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.Adjug.com, 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.

Last Upadated: May 2007.

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