This Agreement for Internet Advertising Services (the “Agreement”) is automatically made upon placing an order.
BETWEEN: LocalCyprus.com (The “Advertising Service Provider”), a company organized and existing under the laws of Cyprus with its head office at 33 Makarios Avenue, Mesa Yitonia, 4003 Limassol, Cyprus.
AND: The Advertiser (hereafter the “Customer”), an individual OR a corporation with details as entered in the order form.
In consideration of the terms and covenants of this agreement, and other valuable consideration, by using the Advertising Service Provider website and its services the parties agree the following:
RECITALS
A. The Advertising Service Provider owns and operates an Internet Site located at http://www.localcyprus.com (the “Advertising Site”) which Advertising Site contains graphical and text-based descriptions of business listings, events, classifieds, articles, coupons and banners along with a hypertext link to the Customer’s site. When the hypertext link is selected by the party accessing the site (“User”), the User is transported to the URL for the advertised site.
B. The Customer owns and operates an Internet Site located at his owned Address (the “Advertised Site”) with a legal current subject matter adhering to the
1. ADVERTISING MATERIALS
a. The Customer agrees to submit to the Advertising Service Provider, on or before seven (7) days of the purchase date of the Advertising Service Provider package, advertising materials to be used by the Advertising Service Provider which shall meet its Uniform Advertising Specifications set and described on the Advertising Service Provider site in the “Advertise with Us” page order form section.
b. The Advertising Service Provider has the right and option to approve, in its absolute discretion, the content of any advertising material that the Customer submits if the Advertising Service Provider, finds that it does not meet its Uniform Advertising Specification, it is objectionable to the Advertising Service Provider in any way, if it contains false or misleading information, if it contains any illegal information, if it contains any vulgar or pornographic items, or for any other reason, in the Advertising Service Provider sole discretion. If the Advertising Service Provider rejects any advertising material that the Customer submitted, the Advertising Service Provider will notify the Customer. Even after the Advertising Service Provider accepts the advertising, the Advertising Service Provider has the right to remove it if it does not function correctly or for any of the reasons described above. The Advertising Service Provider placing the advertising on its page does not signify its approval or waiver of the right to object to it in the future.
c. The Advertising Service Provider has the right to terminate this Agreement if the Advertising Service Provider remove or fail to approve any materials that the Customer submits in which case any prepaid advertising fee shall be returned to the Customer. The Customer will not have any damages or other remedies, in law or in equity against the Advertising Service Provider for failing to place or removing any advertising except for the return of any unused prepaid advertising fees.
d. The Customer may periodically make changes to its advertising material directly by logging into the Advertising Service Provider’s website which the Advertising Service Provider must approve. Alternatively, the Advertising Service Provider may charge a fee at its standard fee schedule rate for making requested changes to the Customer advertising materials on the Advertising Service Provider’s site. In such case the Customer will provide the Advertising Service Provider with all changed materials that Customer desires to integrate. The Advertising Service Provider will use its reasonable efforts to make the changes that Customer submits within two (2) business days after the submission of the changes.
e. The Advertising Service Provider agrees to provide the advertising formats as described on the Advertising Service Provider site in the “Advertise with Us” page order form section at the pricing rates described in the same “Advertise with Us” page.
2. SERVICES TO BE PROVIDED
a. The Advertising Service Provider does not guarantee any given amount of Impressions to Customer’s page as a result of its advertising services unless a separate Impression Guarantee Addendum has been executed by both parties hereto.
b. The Advertising Service will use its reasonable efforts to make its Advertising Site available for display through the World Wide Web. The Advertising Service Provider is not responsible for periodic downtime for maintenance, backup, acts of God, and other circumstances beyond its control or which are a normal part of the Internet business.
c. The Advertising Service Provider will not place direct links to the Customer’s website or website content in newsgroups, message boards, unsolicited email and other types of spam, chat rooms, guest books, IRC channels or through similar Internet resources. The Advertising Service Provider may only place links for the Advertising Service Provider’s Site advertising the Customer in RSS© Feeds and Applications or Widgets of social networking websites such as Facebook©, Myspace© etc.
d. The Advertising Service Provider shall be responsible for tracking Impressions to the Customer site through the advertisements that are included on its site. The Advertising Service Provider will report this information via Email on a monthly basis, maximum by the 10th of each month for the previous month. The Customer will agree to treat this information as confidential. The Customer may use it for its internal business and marketing planning, but may not disclose it to third parties without an advanced written consent.
3. PLACEMENT OF ADVERTISING
The Advertising Service Provider reserves onto its own discretion all decisions and matters concerning placement of Customer’s advertisement on pages of the Advertising Service Provider Site – always honoring the package bought by the Customer - the software solutions, hardware configurations and selection, system components, categories of advertising, search engine results parameters and other operational and administrative matters pertaining to the construction and operation of the Advertising Service Provider Site.
4. COMPENSATION
In consideration of its advertising services, the Customer agrees to pay the advertising fees set forth on the package chosen by the Customer as described on the Advertising Service Provider site in the “Advertise with Us” page and as agreed by the Customer on the order form section. The Customer will also pay any VAT taxes based upon the fees set forth therein. Advertising fees will be paid upon ordering the package or maximum seven (7) days after the order. The Customer will be responsible for all collection costs and attorney fees if is necessary to pursue collection efforts to collect on an account. The Advertising Service Provider reserves the right to suspend advertising services until Customer’s account is brought current as the Advertising Service Provider has the right to terminate this Agreement if any advertising fee is delinquent.
5. PROPRIETARY RIGHTS
The Advertising Service Provider will retain all proprietary rights in and to its respective sites and other proprietary materials such as copyrights, trademarks, trade secrets, patents and confidential information. The Advertising Service Provider do not grant the other any rights in and to such proprietary material except that the Customer hereby grants the Advertising Service Provider a non-exclusive license to use the advertising material provided, including its trademarks and copyrights, and the right to hyperlink to Customer’s site from its site during the term of this Agreement. Upon the expiring period of the advertising package, the Advertising Service Provider will remove after notifying the Customer the hyperlink and the advertising materials provided from its site unless the Customer renews and pays for a new advertising package period.
6. REPRESENTATIONS AND WARRANTIES
a. The Customer represents and warrants that the advertising provided is not false and misleading, does not contain any untrue, defamatory, harmful, vulgar or obscene materials, is in compliance with all applicable laws, does not infringe upon the rights of any other party, including but not limited to copyrights, trademarks, privacy rights, moral rights, trade secrets, patents and any other rights. The Customer also warrants and represents that it has the unrestrictive and exclusive right to use all such materials.
b. The Advertising Service Provider makes no warranties that the advertising contained on the Advertising Service Provider Site will be free from errors or defects or that the use of the hypertext link or access to its site will be uninterrupted. THE ADVERTISING SERVICE PROVIDER SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ON THE RIGHTS OF THE THIRD PARTIES. IN NO EVENT SHALL THE ADVERTISING SERVICE PROVIDER BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SALES OR PROFIT), LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS’ FEES), EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.
7. INDEMNIFICATION
The Customer will indemnify and hold the Advertising Service Provider harmless from and against any claims, suits, threats, demands, settlements, actions, causes of action, liabilities, obligations and all other matters, including but not limited to court costs, attorney fees, witness fees, and all other matters, including but not limited to court costs, attorney fees, settlement fees, and all other direct and indirect expenses and losses that may occur arising from the breach of any of the representations and warranties that the Customer has made to the Advertising Service Provider and otherwise arising directly or indirectly from the placement of its advertising materials on the Advertising Service Provider Site.
9. TERMINATION
The Customer may terminate this Agreement, with or without cause by giving 15 days advance written notice of its intent to terminate. In such case the Advertising Service Provider will refund the full amount paid by the Customer after deducting the months and/or days used and the administration fee of €80 per paid package. In the case the package includes a website, email address or sub-domain name these will be terminated together with the package. The Advertising Service Provider reserves the right to terminate this Agreement for any reason, with or without cause, upon 15 days written notice to the Customer. . In such case the Advertising Service Provider will refund the full amount paid by the Customer after deducting the months and/or days used. In the case the package includes a website, email address or sub-domain name these will be terminated together with the package.
10. ENTIRE AGREEMENT
This Agreement and the Exhibits hereto constitute the entire agreement and understanding between the parties with respect to the subject matter hereof. It supersedes and replaces all previous discussions, negotiations, and understandings between the parties. The Agreement may be amended at any time by the Advertising Service Provider without notice to the Customer. The Customer is responsible to review this agreement from time to time through the Advertising Service Provider site.
11. NOTICES
All notices called for herein shall be to the parties at their specified addresses and shall be by certified mail, return receipt requested or by reputable national delivery service, such as DHL or by email with delivery receipt request.
12. GOVERNING LAW