Standard Terms and
Conditions for Advertising These terms and conditions ("Standard Terms") shall be deemed incorporated by reference into any insertion order (the "Insertion Order") submitted by the Advertiser or its agency set forth in the Insertion Order (collectively, "Advertiser") and shall govern the Insertion Order, superseding all terms therein except for those relating to advertisement scheduling and pricing. All Insertion Orders are subject to acceptance by ImmigrationLinks.com, Inc. (hereinafter ImmigrationLinks.com). Rates and the Standard Terms are subject to change without notice. ImmigrationLinks.com reserves the right to refuse or cancel any Insertion Order, without cause, at any time. The Standard Terms and Insertion Order shall be collectively known as the "Agreement." Advertiser and its agency (if applicable) shall be jointly and severally responsible under this Agreement. 1. Term of Agreement. The term of this Agreement commences on the Acceptance Date set forth in the Insertion Order and terminates on the End Date set forth in the Insertion Order. 2. Terms of Payment. The Insertion Order must be paid in advance of the advertisement Start Date set forth in the Insertion Order. All payment amounts in this Agreement are in U.S. dollars and are exclusive of any applicable taxes and shall be made free and clear of, without reduction for, (and Participant shall be responsible for and shall indemnify ImmigrationLinks.com against) any applicable U.S. and foreign, state, and local taxes; value-added or sales taxes; withholding taxes, duties or levies and assessments, howsoever designated or computed, pertaining to the payments under this Agreement. Participant shall promptly furnish ImmigrationLinks.com with tax receipts evidencing the payment of any taxes referred to in the preceding sentence. ImmigrationLinks.com and Participant shall cooperate with each other in minimizing any applicable tax and in obtaining any exemption from or reduced rate of tax available under any applicable law or tax treaty. 3. Positioning. Except as otherwise expressly provided in the Insertion Order, positioning of advertisements within the ImmigrationLinks.com web site or on any page is at the sole discretion of ImmigrationLinks.com. 4. Renewal. Except as expressly set forth in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional advertising order shall be at ImmigrationLinks.com’s sole discretion. Pricing for any renewal period is subject to change by ImmigrationLinks.com, from time to time. 5. No Assignment or Resale of Ad Space. Advertiser may not resell, assign, or transfer any of its rights hereunder, except with the express written approval of ImmigrationLinks.com. Any attempt by Advertiser to resell, assign or transfer such rights shall result in immediate and automatic termination of this Agreement, without liability to ImmigrationLinks.com. 6. Provision of Advertising Materials. (a) Advertiser will provide all materials for the advertisement in accordance with ImmigrationLinks.com’s policies in effect from time to time, including without limitation the manner of transmission to ImmigrationLinks.com and the lead-time prior to publication of the advertisement. ImmigrationLinks.com shall not be required to publish any advertisement that is not received in accordance with such policies and reserves the right, at ImmigrationLinks.com’s sole discretion, to charge Advertiser, at the rate specified in the Insertion Order, for inventory held by ImmigrationLinks.com pending receipt of acceptable materials from Advertiser which are past due, or publish in substitution any prior advertisement submitted by Advertiser until such time as ImmigrationLinks.com can reasonably begin publication of the advertisement set forth in the Insertion Order. All changes to advertisements must be made in writing to info@ImmigrationLinks.com and prior to the lead-time deadline. Advertiser hereby grants to ImmigrationLinks.com a nonexclusive, worldwide, fully paid license to use, perform, reproduce, display, transmit, and distribute the advertisement and all contents therein in accordance herewith. (b) If Advertiser uses third parties to serve the advertisement hereunder ("Third Parties"), Advertiser shall be responsible for such Third Parties complying with the terms of this Agreement. 7. Right to Reject Advertisement. All contents of advertisements (including those served by Third Parties) are subject to ImmigrationLinks.com’s approval. ImmigrationLinks.com reserves the right to reject or cancel any advertisement, Insertion Order, URL link, space reservation or position commitment, at any time, for any reason whatsoever (including belief by ImmigrationLinks.com that any placement thereof may subject ImmigrationLinks.com to criminal or civil liability). The following advertisements and/or sites are expressly prohibited: a. Those that would violate any applicable law, regulation or third party right; b. Those encouraging illegal activity or racism; c. Those that infringe or misappropriate any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity; d. Advertising for hard liquor, tobacco products, gambling, and materials, products and services related to pornography. 8. No Warranty. IMMIGRATIONLINKS.COM MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. 9. Limitations of Liability. In the event that ImmigrationLinks.com fails to publish an advertisement in accordance with the schedule provided in the Insertion Order, or in the event that ImmigrationLinks.com fails to deliver the number of impressions specified in the Insertion Order (if any) by the End Date specified in the Insertion Order, or in the event of any other failure, technical or otherwise of such advertisement to appear as provided in the Insertion Order, the sole liability of ImmigrationLinks.com and exclusive remedy of Advertiser shall be limited to, at ImmigrationLinks.com’s sole discretion, placement of the advertisement at a later time in a comparable position, or extension of the End Date specified in the Insertion Order until the total impressions are delivered. In no event shall ImmigrationLinks.com be liable for any act or omission, or any event directly or indirectly resulting from any act or omission, of Third Parties (if any). IN NO EVENT SHALL IMMIGRATIONLINKS.COM BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF IMMIGRATIONLINKS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IMMIGRATIONLINKS.COM’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY IMMIGRATIONLINKS.COM FROM ADVERTISER FOR THE INSERTION ORDER GIVING RISE TO THE CLAIM. Without limiting the foregoing, ImmigrationLinks.com shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, or any other condition affecting production or delivery in any manner beyond the control of ImmigrationLinks.com. Advertiser acknowledges that ImmigrationLinks.com has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties. 10. Advertiser's Representations; Indemnification. Advertiser represents and warrants to ImmigrationLinks.com, and Third Parties (if any), that Advertiser holds all necessary rights to permit the use of the advertisement by ImmigrationLinks.com for the purpose of this Agreement; and that the use, reproduction, distribution, transmission or display of advertisement, any data regarding users, and any material to which users can link, or any products or services made available to users, through the advertisement will not (a) violate any criminal laws or any rights of any third parties or (b) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law. Advertiser agrees to indemnify, defend and hold ImmigrationLinks.com and Third Parties (if any) harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to (i) breach of any of the foregoing representations and warranties, or (ii) any third-party claim arising from use of or access to the advertisement under this Agreement or any material to which users can link, or any products or services made available to users, through the advertisement under this Agreement. 11. Cancellations. Except as otherwise provided in the Insertion Order, the Insertion Order is non-cancelable by Advertiser. If Advertiser cancels the Insertion Order, in whole or in part, Advertiser agrees that any monies paid are non-refundable and that Advertiser shall be liable for any and all amounts still due under this agreement. If for any reason ImmigrationLinks.com decides to terminate this agreement, other than due to a material breach as described in paragraph 14 below, ImmigrationLinks.com shall provide Advertiser with 30 days written notice of the termination of the agreement. Furthermore, ImmigrationLinks.com shall reimburse Advertiser for the unused portion of any monies received from Advertiser. 12. Construction. No term or condition other than those set forth in the Standard Terms or in the Insertion Order relating to advertisement scheduling and pricing shall be binding on ImmigrationLinks.com unless in a writing signed by duly authorized representatives of the parties. In the event of any inconsistency between the Insertion Order and the Standard Terms, the Standard Terms shall control. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof, and all past courses of dealing or industry custom. The terms and conditions hereof shall prevail exclusively over any written instrument submitted by Advertiser, including Advertiser's insertion order, and Advertiser hereby disclaims any terms therein, except for terms therein relating to advertisement scheduling and pricing. 13. Confidentiality. "Confidential Information" shall mean (i) advertisements, prior to publication; (ii) the Insertion Order and any ImmigrationLinks.com statistics that shall be deemed ImmigrationLinks.com’s Confidential Information; and/or (iii) any information designated in writing, or identified orally at time of disclosure, by the disclosing party as "confidential" or "proprietary." During the term of this Agreement, and for a period of two years following any End Date, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. The foregoing restriction does not apply to information that: (i) has been independently developed by the receiving party without access to the other party's Confidential Information; (ii) has become publicly known through no breach of this Section 13 by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority. 14. Termination; Effect of Termination. In the event of a material breach by Advertiser, including, but not limited to, the failure to make any payment when due, ImmigrationLinks.com may terminate this Agreement immediately without notice or cure period, without liability to ImmigrationLinks.com. In the event of any termination, Advertiser shall remain liable for any amount due under an Insertion Order for advertisement delivered by ImmigrationLinks.com and such obligation to pay shall survive any termination of this Agreement. If the parties contemplate any provision to survive any termination or expiration of this Agreement, such provision shall survive such termination or expiration. At the request of the disclosing party, the receiving party shall return all of the disclosing party's Confidential Information to the disclosing party. 15. Miscellaneous. This Agreement: (i) shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to principles of conflicts of law; and (ii) will not be governed by the United Nations Convention of Contracts for the International Sale of Goods. Only a writing executed by a duly authorized representative of each party may amend this Agreement. Advertiser shall make no public announcement regarding the existence or content of the Insertion Order without ImmigrationLinks.com’s prior written approval, which approval shall not be unreasonably withheld. Any dispute hereunder will be negotiated in good faith between the parties within 45 days commencing upon written notice from one party to the other. Any notices under this Agreement shall be sent to the addresses set forth in the Insertion Order (or in a separate writing) by facsimile or nationally recognized express delivery service and deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
Rev. 4/15/00 |
