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This is an agreement
for services between GMW Media Ltd and the person or entity
that completes and submits a GMW Media Ltd Advertiser
or Agency request form (the "Advertiser") or
accepts the Advertiser Agreement via other contracts that
reference the agreement.
GMW Media Ltd operates, maintains, and administers an
Internet advertising network (the "Network"),
comprised of advertising space provided by various independent
Internet sites and desktop applications, which is sold
to advertisers.
Advertisers must provide GMW Media Ltd with complete,
accurate and up-to-date information. Advertisers may not
assume an identity other than their own when entering
into this agreement with GMW Media Ltd. Advertisers must
notify GMW Media Ltd of any changes to submitted information
within three (3) business days of the change. Individuals
must be 18 years of age or older to advertise with GMW
Media Ltd. Advertisers may not advertise products or services
of a company for which they are not a legally authorized
representative. Advertiser is solely responsible for any
changes, debits, credits, authorized or unauthorized activity,
and any other use of their GMW Media Ltd advertising account,
including use and activity by authorized agents of your
company, and unauthorized use by those who have obtained
your account information in any way whatsoever. GMW Media
Ltd reserves the right to terminate the account of any
Advertiser at any time without prior notice, and/or pursue
legal action in the event of system abuse, fraud, or any
type of activity deemed inappropriate by GMW Media Ltd.
Advertiser agrees not to display any content on their
advertising creative or landing page that is defamatory,
libelous, pornographic, obscene, otherwise unlawful, or
that infringes upon any party’s intellectual property
or other proprietary rights. Exclusively GMW Media Ltd
will determine fitness of creative and landing pages.
Your agreement to the terms of this advertiser registration
form is signified when you complete and submit an advertiser
request form or sign a contract or insertion order that
states, "I agree that I have read and reviewed the
terms and conditions, understand them completely, and
have the authority to enter into such an agreement."
You may not advertise with GMW Media Ltd unless you agree
to the terms of this Advertiser Agreement.
GMW Media Ltd will be the sole arbiter in determining
the number of impressions, clicks, actions, or other applicable
metric, delivered, shown, produced, clicked on, or viewed.
GMW Media Ltd will be solely responsible for determining
charges to the Advertiser’s account.
GMW Media Ltd reserves the right to immediately terminate
your rights under this Advertiser Agreement with or without
investigation or inquiry should GMW Media Ltd have reason
to believe that the Advertiser has violated this Advertiser
Agreement. The Company may at any time elect to change
and/or delete portions of this Advertiser Agreement with
written notice to the Advertiser.
The failure of either party to this Agreement to object
to or to take action with respect to any conduct of the
other which is in violation of the terms of this Agreement
shall not be construed as a waiver of the violation or
breach, or of any future wrongful conduct, violation or
breach.
Advertiser agrees not to resell, delegate, assign, or
otherwise transfer its rights or obligations under this
agreement without the written authorization from GMW Media
Ltd.
GMW Media Ltd agrees to indemnify, defend and hold harmless
Advertiser and its officers, directors, agents, affiliates
and employees from and against all claims, actions, liabilities,
losses, expenses, damages and costs (including, without
limitation, reasonably attorney’s fees and costs)
that may at any time be incurred by any of them by reason
of any claims, suits or proceedings arising out of any
material breach of any duty, representation or warranty
by GMW Media Ltd under this Agreement. This section shall
survive completion, cancellation, or termination of the
Agreement.
Advertiser agrees to indemnify, defend and hold harmless
GMW Media Ltd and its officers, directors, agents, affiliates
and employees from and against all claims, actions, liabilities,
losses, expenses, damages and costs (including, without
limitation, reasonably attorney’s fees and costs)
that may at any time be incurred by any of them by reason
of any claims, suits or proceedings arising out of the
content of the Advertiser’s website, the business
practices of the Advertiser, and any material breach of
any duty, representation or warranty by Advertiser under
this Agreement. This section shall survive completion,
cancellation, or termination of the Agreement.
Charges to the Advertiser’s account believed by
the Advertiser to have been made in error must be disputed,
in writing, within thirty (30) days of the disputed charge
being made. GMW Media Ltd will be the sole and final arbiter
in determining the validity of claims.
All public announcements and/or press releases related
GMW Media Ltd must have advance written approval by GMW
Media Ltd.
If any provision of this agreement shall be held or made
invalid or unenforceable for any reason, such invalidity
shall not affect the remainder of the agreement, and the
invalid or unenforceable provisions shall be replaced
by a mutually acceptable provision, which being valid,
legal or enforceable comes closest to the original intentions
of the parties and has like economic effect.
This Advertiser Agreement shall be for the benefit of
and be binding upon the parties to this Advertiser Agreement
and their successors and assigns. In the event of any
dispute arising out of this Agreement, the internal laws
of the state of California shall govern. You agree to
submit to the personal jurisdiction of the state and Federal
courts located in California in the event of any legal
proceeding arising out of this Agreement. You agree that
the United Nations Convention on the International Sale
of Goods shall not apply to any dispute arising out of
or in connection with this User Agreement. You may assign
no rights under this Agreement. |
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