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Advertising Terms and Conditions for Spinfinder.com,Inc.
All advertising campaigns are subject to acceptance by Spinfinder.com, Inc. Rates and advertising terms are subject to change without notice. Spinfinder.com,Inc. reserves the right to reject or cancel any advertisement or link commitment at any time, for any reason.
Payment: Advertising campaigns must be paid in advance of the advertisement start date. In the event of any failure by Advertiser to make payment, Advertiser will be responsible for all reasonable expenses (including attorneys' fees) incurred by Spinfinder.com,Inc. in collecting such amounts. All payment amounts are in U.S. dollars and are exclusive of any applicable taxes. Advertiser shall be responsible for all applicable taxes.
Advertising Statistics: Spinfinder.com,Inc. does not guarantee advertising statistics relating to impressions, hits or click-throughs . Spinfinder uses third party delivery systems for its advertising and statistics. Information provided by these third parties are accurate to the best of the knowledge of Spinfinder.com, Inc.. Advertiser acknowledges that these statistics as provided by Spinfinder.com,Inc. are the official statistics to be used in calculating performance on any delivery obligations relating to advertising campaigns. No other measurements or statistics shall have any effect on this Agreement.
Controlling Document: In the event of any inconsistency between these Terms and any other document, these Terms shall control.
Confidentiality: All financial and statistical aspects of this campaign shall be deemed confidential.
Limitations of Liability: In the event that Spinfinder.com, Inc. fails to publish an advertisement, or in the event of any other failure, technical or otherwise of such advertisement , the sole liability of Spinfinder.com, Inc. and exclusive remedy of Advertiser shall be limited to, at Spinfinder.com, Inc.'s sole discretion, placement of the advertisement at a later time in a comparable position, or extension of the campaign until the total impressions are delivered. In no event shall Spinfinder.com, Inc. 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 SPINFINDER.COM, INC. BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF SPINFINDER.COM, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SPINFINDER.COM, INC.'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY SPINFINDER.COM, INC. FROM ADVERTISER FOR THE ADVERTISING CAMPAIGN GIVING RISE TO THE CLAIM. Without limiting the foregoing, Spinfinder.com, Inc. 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 Spinfinder.com, Inc.. Advertiser acknowledges that Spinfinder.com, Inc. 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.
Advertiser's Representations; Indemnification: Advertiser represents and warrants to Spinfinder.com, Inc., and Third Parties (if any), that Advertiser holds all necessary rights to permit the use of the advertisement by Spinfinder.com, Inc. 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 Spinfinder.com, Inc. 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.
Miscellaneous: This Agreement: (i) shall be governed by and construed in accordance with the laws of the State of Florida. This Agreement may be amended only by a writing executed by a duly authorized representative of each party. 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. 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.
SPINFINDER.COM,INC. 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 NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
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