Reliabilityweb Advertisement Terms and Conditions
1. Publication of Advertisements. Customer grants Reliabilityweb an irrevocable, world-wide, royalty-free license to reproduce, publish and republish the provided advertisement (“Advertisement”) within the relevant Reliabilityweb Publication in accordance with the provisions of the applicable order form (“Order Form”) entered into by you (“Customer”) and NetexpressUSA Inc. d/b/a Reliabilityweb.com on behalf of itself and its affiliates (“Reliabilityweb”) which references these terms and conditions (collectively, this “Agreement”). “Reliabilityweb Publication” means the Reliabilityweb publication listed on the applicable Order Form which may be in print, online or in another medium.
2. Warranties and Disclaimer. Customer represents and warrants that: (a) it has the requisite corporate power to enter into this Agreement and carry out all of its obligations hereunder; (b) the Advertisement: (i) will not infringe any third party intellectual property rights; (ii) will be correct, accurate and not misleading; (iii) will meet the applicable technical specifications as required by Reliabilityweb;
(iv) will not be obscene, defamatory, fraudulent, misleading or libelous; (v) will comply with all applicable laws, regulations and required or recommended industry codes, guidelines, licenses and approvals; (vi) will not contain any virus, trap door, worm, or any other device that is injurious or damaging to software or hardware used in conjunction with the Advertisement; (vii) will not represent to any third party that Reliabilityweb in any way endorses Customer, the Advertisement and/or Customer’s products or services; and (viii) will not resemble editorial content unless otherwise specified in the Order Form; (c) if the Advertisement includes a competition, prize draw or similar promotion, such competition, prize draw or promotion shall be conducted by Customer in accordance with all applicable laws and regulations, and Customer shall be responsible for the provision of all prizes; (d) it shall provide Reliabilityweb with the Advertisement by the date specified in the Order Form or, if not specified on the Order Form, not less than sixty (60) days for print publications or the electronic versions thereof and thirty (30) days for electronic publications prior to publication date, and if Customer fails to provide the Advertisement by such date, Customer acknowledges and agrees that Reliabilityweb may not be able to fulfill its obligations under this Agreement but all fees listed in the applicable Order Form will still be due and payable in accordance with Section 3 below; (e) it will not without the prior written consent of Reliabilityweb embed any tracking device, cookies, beacon, floodlight or other technological device in or as part of an Advertisement published on an online Reliabilityweb Publication that enables Customer to track or analyze the online behavior of any user of such Reliabilityweb Publication; (f) it has all necessary rights, licenses and consents (including where necessary regulatory consents and consents from persons or entities cited or quoted in the Advertisement) for the publication of the Advertisement; and (g) it will make requested modifications to any Advertisement which Reliabilityweb deems in its sole discretion to not be in keeping with the standards and objectives of the relevant Reliabilityweb Publication. Customer will not use or display any material copyrighted or trademarked by a third party without having first obtained written permission to do so and will provide said permission to Reliabilityweb on request. TO THE FULLEST EXTENT PERMITTED BY LAW, RELIABILITYWEB DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, ASSOCIATED WITH THE PUBLICATION OF THE ADVERTISEMENT AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING,WITHOUT LIMITATION: (A) ANY EXPRESS OR IMPLIED WARRANTIES; (B) WARRANTIES ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR TRADE USAGE; (C) WARRANTIES OF UNINTERRUPTED OPERATION WITHOUT ERROR; (D) IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE; AND
(E) EXPRESS OR IMPLIED WARRANTIES RELATING TO THE SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY AND/OR PERFORMANCE OF THE RELIABILITY PUBLICATION OR THE ADVERTISEMENT. PUBLICATION OF THE ADVERTISEMENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES WHATSOEVER. WITHOUT LIMITING THE FOREGOING, RELIABILITYWEB DOES NOT GUARANTEE ANY GIVEN LEVEL OF CIRCULATION, DISTRIBUTION, READERSHIP, UPTIME, CLICK-THROUGHS, PAGE VIEWS, OR AVAILABILITY OF THE RELEVANT RELIABILITYWEB PUBLICATION OR THE LAYOUT OR FORMAT OF ANY ADVERTISEMENT UNLESS OTHERWISE SPECIFIED IN THE APPLICABLE ORDER FORM.
3. Payment. Customer agrees to pay Reliabilityweb the fees as stated on the applicable Order Form. Customer will pay directly any taxes arising out of this Agreement or Reliabilityweb’s performance under this Agreement, but excluding taxes on Reliabilityweb’s net income. If any applicable law requires Customer to withhold amounts from any payments to Reliabilityweb under this Agreement, (a) Customer shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Reliabilityweb with tax receipts evidencing the payments of such amounts and (b) the sum payable by Customer upon which the deduction or withhold ing is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, Reliabilityweb receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Reliabilityweb would have received and retained absent the required deduction or withholding. Unless set forth in the applicable Order Form, fees shall be: (i) invoiced in full upon the effective date of the applicable Order Form, (ii) paid in US dollars, and (iii) paid within thirty (30) days of the date of the invoice. Except as provided in this Agreement, all payments are nonrefundable and shall be made without right of set-off or chargeback. If Customer does not pay the invoices when due, Reliabilityweb may charge interest at one percent (1%) per month on the unpaid balance. If Customer fails to pay fees in accordance with this Section, Reliabilityweb may suspend fulfilling its obligations under this Agreement until such payment is received by Reliabilityweb.
4. Limitation of Liability. RELIABILITYWEB IS NOT LIABLE UNDER ANY CIRCUMSTANCE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR OPPORTUNITIES. THE AGGREGATE LIABILITY OF RELIABILITYWEB UNDER THIS AGREEMENT WHETHER IN ACTIONS BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT RELIABILITYWEB HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO RELIABILITYWEB UNDER THE APPLICABLE ORDER FORM. RELIABILITYWEB HAS NO RESPONSIBILITY FOR ANY ERRORS IN AN ADVERTISEMENT INCLUDING (WITHOUT LIMITATION) ANY ERRORS
WHICH ARISE AS A RESULT OF ANY CHANGES OR ALTERATIONS UNDERTAKEN BY RELIABILITYWEB AT CUSTOMER’S REQUEST. RELIABILITYWEB’S SUPPLIERS SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE AN ALLOCATION OF THE RISK BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
5. Indemnification. Customer shall defend, indemnify and hold Reliabilityweb, including its affiliates, directors, officers, agents and employees harmless from and against all claims, demands, suits, causes of action, awards, judgments and liabilities, including reasonable attorneys’ fees and costs, arising out of or alleged to have arisen out of the Advertisement(s), and breach by Customer of any term or condition of this Agreement.
6. Cancellation and Termination. The term of this Agreement shall commence on the last date of execution of the applicable Order Form by the Customer and shall endure until the last agreed insertion date of an Advertisement in the relevant Reliabilityweb Publication. Execution by the Customer may take the form of an electronic signature, which shall be considered binding as if it were signed by hand. Once an Order Form has been signed by Customer, Customer may only cancel or alter the publication of the Advertisement upon notice to Reliabilityweb which is received prior to the date (“Cancellation Date”) which is eight (8) weeks prior to the first agreed insertion date of the Advertisement in the relevant Reliabilityweb Publication. Customer may not cancel or alter the publication of the Advertisement on or after the Cancellation Date, and Customer must pay all sums due to Reliabilityweb pursuant to Section 3 above. Each party may terminate this Agreement upon notice to the other party in the event that the other breaches a material provision of this Agreement and does not cure such breach within thirty (30) days of receipt of notice to do so. In addition, Reliabilityweb may terminate this Agreement for convenience at any time upon notice to Customer. Upon cancellation by Customer prior to the Cancellation Date as described above and termination for convenience by Reliabilityweb, Reliabilityweb will refund any prepaid but unused fees paid by Customer hereunder to Reliabilityweb. Sections 2-8 shall survive expiration or termination of thisAgreement.
7. Insurance. During the term of this Agreement and for two (2) years thereafter, Customer will maintain in force Errors and Omissions insurance of not less than US$1.000.000 in a policy year and excess umbrella liability insurance, in addition to the coverage above, of not less than US$1,000,000 in a policy year. Upon request, Customer shall provide to Reliabilityweb certificates of all insurance, and Customer shall provide thirty (30) days advance notice to the Reliabilityweb of impending cancellation, non-renewal, or material change of such insurance.
8. Miscellaneous. This Agreement contains the entire agreement between the parties hereto with respect to its subject matter and supersedes any prior agreement, written or oral. No modification of this Agreement is binding unless it is in writing and signed by Reliabilityweb and Customer. Purchase orders will be for the sole purpose of defining quantities, prices and describing the publication of the Advertisement(s) to be provided under this Agreement and to this extent only are incorporated as a part of this Agreement and all other terms in purchase orders are rejected. The laws of the State of Florida will govern this Agreement. In the event of a dispute arising out of or related to this Agreement, each party will give the other prompt notice of the dispute, and both will meet promptly for good faith discussions to try to resolve the matter. If that fails, such dispute will be resolved by final and binding arbitration before a sole arbitrator, who is an attorney, and will be administered by the American Arbitration Association under its then-current Commercial Arbitration Rules. The decision and award of the arbitrator will be final and binding, and the award rendered may be entered in a court of competent jurisdiction located in Lee County, Florida. The arbitration will be held in Lee County, Florida. The arbitrator must enforce the terms of this Agreement and will have no authority to award any damages in conflict with or in excess of the limitations and exclusions set forth in this Agreement. With the exception of Customer’s payment obligations, neither Reliabilityweb nor Customer shall be liable under this Agreement for any failure to comply with the provisions of this Agreement as a result of any event beyond its reasonable control. Any provision in this Agreement may be waived, but only in writing signed by the party or parties against whom such waiver is sought to be enforced. In the event that any term or provision of this Agreement will be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other term or provision hereof, and the parties agree thereafter to use their best efforts to substitute a provision of similar economic intent and effect. This Agreement may not be assigned by Customer without the prior written consent of Reliabilityweb, which consent will not be unreasonably withheld. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Reliabilityweb and Customer are independent contractors, and nothing contained herein or done pursuant hereto will be construed to create any relationship of principal and agent, joint venturers, partners, or employer and employee between Reliabilityweb and Customer. Any notice under this Agreement given by a party to the other party will be in writing and will be sent to the intended recipient by registered letter or receipted commercial courier at the address set forth in the applicable Order Form and shall be effective upon receipt.