Introduction: This Agreement between you and the XLR Net consists of these Terms and Conditions. "You" or "Advertiser" means the entity identified in this enrollment form, and/or any agency acting on its behalf, which shall also be bound by the terms of this Agreement. Please read very carefully these Terms and Conditions.
Uses: You agree that your ads may be placed on (i) the XLR Net's web site (xlr-net.com) owned and operated by Robert Loszewski or (ii) Any ads may be modified without your consent to comply with any policy of the XLR Net. The XLR Net reserves the right to, and in its sole discretion may, at any time review, reject, modify, or remove any ad. No liability of the XLR Net and/or its owner(s) shall result from any such decision.
Parties' Responsibilities: You are responsible for your own site and/or service advertised on the XLR Net web site. The XLR Net is not responsible for anything regarding your Web site(s) including, but not limited to, maintenance on your Web site(s), order entry, customer service, payment processing, shipping, cancellations or returns.
Impressions Count: Any hit to the XLR Net's web site is counted as an impression. Due to our advertising price we don't discriminate from users or automated robots. Even if you access the XLR Net's web site and see your own banner ad it will be counted as a valid impression.
Termination, Cancellation: The XLR Net may at any time, in its sole discretion, terminate the Campaign, terminate this Agreement, or cancel any ad(s) or your use of any Target. The XLR Net will notify you via email of any such termination or cancellation, which shall be effective immediately. No refund will be made for any reason. You may cancel any ad and/or terminate this Agreement with or without cause at any time. Termination of your account shall be effective when the XLR Net receives your notice via email. No refund will be made for any reason.
Content: The XLR Net web site doesn't accept advertising that contains: (i) pornography, (ii) explicit adult content, (iii) moral questionable content, (iv) illegal content of any kind, (v) illegal drugs promotion, (vi) racism, (vii) politics content, (viii) religious content, and/or (ix) fraudulent suspicious content. If your advertising and/or target web site has any of this content and you purchased an advertising package, you will not receive a refund of any kind.
Confidentiality: Each party agrees not to disclose Confidential Information of the other party without prior written consent except as provided herein. "Confidential Information" includes (i) ads, prior to publication, (ii) submissions or modifications relating to any advertising campaign, (iii) clickthrough rates or other statistics (except in an aggregated form that includes no identifiable information about you), and (iv) any other information designated in writing as "Confidential." It does not include information that has become publicly known through no breach by a party, or has been (i) independently developed without access to the other party's Confidential Information; (ii) rightfully received from a third party; or (iii) required to be disclosed by law or by a governmental authority.
No Guarantee: The XLR Net makes no guarantee regarding the levels of clicks for any ad on its site. The XLR Net may offer the same Target to more than one advertiser. You may not receive exclusivity unless special private contract between the XLR Net and you.
No Warranty: The XLR Net MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
Limitations of Liability: In no event shall the XLR Net be liable for any act or omission, or any event directly or indirectly resulting from any act or omission of Advertiser, Partner, or any third parties (if any). EXCEPT FOR THE PARTIES' INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) THE XLR Net'S AGGREGATE LIABILITY TO ADVERTISER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID TO THE XLR Net BY ADVERTISER FOR THE AD GIVING RISE TO THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
Payment: You agree to pay in advance the cost of the advertising. The XLR Net will not setup any banner ads campaign(s) unless the payment process is complete. The XLR Net may change its pricing at any time without prior notice. If you have an advertising campaign running and/or impressions stored for future use for any mentioned cause and the XLR Net changes its pricing, you'll not need to pay any difference. Your purchased banners fee will remain the same. Charges shall be calculated solely based on records maintained by the XLR Net. No other measurements or statistics of any kind shall be accepted by the XLR Net or have any effect under this Agreement.
Representations and Warranties: You represent and warrant that (a) all of the information provided by you to the XLR Net to enroll in the Advertising Campaign is correct and current; (b) you hold all rights to permit the XLR Net and any Partner(s) to use, reproduce, display, transmit and distribute your ad(s); and (c) the XLR Net's and any Partner(s) Use, your Target(s), and any site(s) linked to, and products or services to which users are directed, will not, in any state or country where the ad is displayed (i) violate any criminal laws or third party rights giving rise to civil liability, including but not limited to trademark rights or rights relating to the performance of music; or (ii) encourage conduct that would violate any criminal or civil law. You further represent and warrant that any Web site linked to your ad(s) (i) complies with all laws and regulations in any state or country where the ad is displayed; (ii) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) is not false, misleading, defamatory, libelous, slanderous or threatening.
Your Obligation to Indemnify: You agree to indemnify, defend and hold the XLR Net, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., all relevant Partner(s), licensors, licensees, consultants and contractors) ("Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from your use of the Advertising Program, your Web site, and/or your breach of any term of this Agreement. Customer understands and agrees that each Partner, as defined herein, has the right to assert and enforce its rights under this Section directly on its own behalf as a third party beneficiary.
Information Rights: The XLR Net may retain and use for its own purposes all information you provide, including but not limited to Targets, URLs, the content of ads, and contact and billing information. The XLR Net will not sell your information. Your name, web site's URL and related graphics shall be used by the XLR Net in its own web site at any time as a sample to the public, even if your Advertising Campaign has been finished.
Miscellaneous: Any decision made by the XLR Net under this Agreement shall be final. The XLR Net shall have no liability for any such decision. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by the XLR Net in collecting unpaid amounts under this Agreement. This Agreement shall be governed by the laws of the United States. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in the State of Virginia, United States. This constitutes the entire agreement between the parties with respect to the subject matter hereof. Advertiser may not resell, assign, or transfer any of its rights hereunder. Any such attempt may result in termination of this Agreement, without liability to the XLR Net and without any refund. The relationship(s) between the XLR Net and the "Partners" is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be construed as if both parties jointly wrote it.
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