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Advertising Agreement
 

Advertising Agreement Between FashionAvenue.Com, Inc.  and The Advertiser. Effective Date: May 1, 2011

 

This AGREEMENT is made between FashionAvenue.com, Inc., a corporation with its principal office at 163 South Street #52, Danbury, CT 06810, USA, hereinafter referred to as the "FashionAvenue.com, Inc." and you (“A Business Entity”) hereinafter referred to as the "The Advertiser". These terms and any applicable insertion order (“IO”) are collectively referred to as the "Agreement” and governs the advertiser’s participation in FashionAvenue.com, Inc. advertising program(s) ("Program") and, as applicable, any insertion orders or service agreements ("IO") executed by and between the parties and/or Advertiser’s online management of any advertising campaigns. 

FashionAvenue.com, Inc. is the owner of a website addressed as www.FashionAvenue.com and offers the website program hereinafter referred to as the “Fashion Avenue News Network Advertising Program.” The Advertiser is offered the advertising space (“Banner”) to promote their merchandise or services under one of our advertising programs. The Advertiser agrees to pay the associated cost at the time of signing a contract for a requested number of click-throughs. FashionAvenue.com, Inc. is a venue to promote brand names or the latest designs and the Advertiser is one who manufactures or designs or sell high quality merchandise as the parties to this agreement, in consideration of the mutual covenants and stipulations, set out herein, agree as follows:

1.       Policies: FashionAvenue.com’s advertising program consists of all applicable policies, including without limitation the editorial guidelines (Ad Specification Guidelines). The advertiser agrees to (a) supply banner creative/s based on the advertising program chosen to promote the latest designs, (b) ensure the size of banner creative/s as per ad specifications, (c) include minimum one picture of the latest design and company logo in each banner creative, (d) ensure high quality of banner creative/s to present their high-style merchandise, (e) submit banner creative/s five days before the official ad campaign launch date, (f) use visuals in banner creative/s that are appropriate for all audiences, (g) supply link of a landing page URL of your website, (h) use only .jpg file format and exclude use of rotation or flash, (i) make changes in banner creative/s for maximum three times within duration of the ad campaigns, (j)  allow only authorized users to access the User ID and Password, (k) use copyrighted pictures and text in creating banner creative/s, (l) supply a banner link to your website that is appropriate for all audiences,  (m) receive requested click-throughs on a “rotation basis” –the Advertiser’s banner/s will show up on requested pages in rotation, (n) FashionAvenue.com, Inc.‘s final decision for the approval of a banner creative/s. For repeat advertising in the future, the advertiser is required to contact Fashion Avenue News Network through the above FANN Representative only. These policies may be modified at any time. Our advertising agreement, general user agreement, privacy policy, insertion order and terms in our offers constitute our policies.

2.       Payments: For any advertising program in which you enroll, you agree to pay us for all charges and fees you incur in connection with selected advertising programs in the US currency. You agree to make your first payment in full upon signing the contract and send payments and signed copies of the insertion order (IO) to our mailing address at FashionAvenue.com, Inc., 163 South Street #52, Danbury, CT 06810 USA. For a long-term contract from 12 to 24 month, you will make payments on the first day of every month for the duration of your ad campaign. If we are unable to receive payment from you or if we do not otherwise receive timely payment from you, you agree to pay all amounts then owing by you to us upon our demand and, in addition to other rights, we may suspend performance, remove your ads, and/or terminate any agreement with you. All payments of service fees, unused promotional credits, and initial deposit(s) are “non-refundable.” Charges and fees do not include any applicable sales, use, value-added, withholding, excise, or any other taxes or government charges (exclusive of our income taxes), which are payable by you and are in addition to any amounts due to us hereunder.

3.       Responsibility: FashionAvenue.com, Inc. will continue to run ad campaign for the Advertiser until the promised number of click-throughs are delivered to the Advertiser’s website as per a contract signed by both parties. For the Advertiser who signs a long-term contract - if the requested monthly traffic quota is not supplied for any reasons then the Advertiser agrees to receive the remaining traffic in the following months until the promised number of total click-throughs are delivered to the Advertiser’s website. FashionAvenue.com, Inc. offers no guarantee for sales or profitability to the Advertiser through the ad campaign on Fashion Avenue News Network.

4.       Access Of Rights: In order to participate in FashionAvenue.com, Inc. advertising program, you grant a non-exclusive, royalty-free, worldwide license to (a) use, copy, adapt, reformat, recompile, manipulate, communicate by telecommunication, and/or modify any part of the Information for public performance, public display, and distribution, (b) access, index, cache, and display the website(s) to which your ads link, or any portion thereof, by any means, including web spiders and/or crawlers, (c) create and display copies of any text, images, graphics, audio, or video on the websites to which your ads link or elsewhere, and (d) distribute your ads through our News Network. Our Advertising Programs, including your password(s) related to your account(s), may not be used by, nor made available to, any third party, except authorized users. You agree to promptly notify us in writing if you become aware of a potential breach of security relating to your account(s) with us, such as the unauthorized disclosure or use of your username or password. Authorized users must comply with the Agreement.

5.       Representations and Warranties. The Advertiser represents and warrants that you are a business, not a consumer and your use of each advertising program is solely for lawful business purposes. The Advertiser shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions, (b) use any automated means or form of scraping or data extraction to access, query from any program website or property, (c) advertise anything illegal or engage in any illegal or fraudulent business practice. The Advertiser represents and warrants that it holds and hereby grants FashionAvenue.com, Inc. all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in creative, services and targets needed for FashionAvenue.com, Inc. to operate programs  (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of creative or targets) in connection with this Agreement.  The Advertiser represents and warrants that all your information is complete, correct and current and advertiser's services will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including without limitation intellectual property rights). The Advertiser agrees to accept the statistical records of click-throughs recorded in real time by our highly sophisticated software system on a daily basis.

6.       Confidentiality: Any information disclosed to you by FashionAvenue.com, Inc., either directly or indirectly, in writing, orally, or by inspection of tangible objects, other than information that you can establish: (a) was publicly known and made generally available in the public domain prior to the time of disclosure to you by us, (b) becomes publicly known and made generally available after disclosure to you by us other than through your action or inaction, or (c) is in your possession, without confidentiality restrictions, prior to the time of disclosure by us, as shown by your files and records. You shall not at any time: (i) sell, license, or transfer any confidential Information, (ii) disclose or otherwise make available to any person or entity any confidential information. You agree to take all measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the confidential information including the terms of this agreement. You may not issue any press release or other public statement regarding the Agreement, the Programs without our prior written consent from FashionAvenue.com, Inc.

7.       Other: The entire agreement constitutes the understanding between the Advertiser and FashionAvenue.com, Inc. regarding the subject matter contained herein and supersedes all proposals, representations, claims, and communications in all forms of media (including all instructions, advertisements, messages, and policies), written and oral, regarding the subject matter contained herein. No terms or conditions other than those set forth in these Master Terms and Conditions, any program terms, or insertion order(s) shall be binding on us unless expressly agreed to in writing by us. The terms of any specific program terms govern only that program, and not any other program, except as specifically referenced in such program terms. We shall have no liability under the agreement by reason of any failure or delay in the performance of our obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond our reasonable control.

8.       Indemnification: You agree to indemnify, defend, and hold harmless FashionAvenue.com, Inc. and all its employees from all claims, whether actual or alleged that arise out of or in connection with your Information and/or ads, your or authorized users’ use of any program, your website, or your or authorized users’ breach of the agreement. You agree to be solely responsible for defending any claim against FashionAvenue.com, Inc., subject to FashionAvenue.com, Inc. right to participate with counsel of its own choosing, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all Claims against FashionAvenue.com, Inc., provided that you will not agree to any settlement that imposes any obligation or liability on FashionAvenue.com, Inc. without its prior express written consent.

9.       Legal: The terms of the agreement and any dispute relating thereto or between the Advertiser and FashionAvenue.com, Inc. shall be governed by the laws of the State of Connecticut, without regard to conflict/choice of law principles. FashionAvenue.com, Inc. and the Advertiser hereby irrevocably consent to the exclusive jurisdiction of the State of Connecticut, USA. This agreement will be interpreted and construed in accordance with the Connecticut State law. Any claim against FashionAvenue.com, Inc. shall be adjudicated on an individual basis and shall not be consolidated in any proceeding with any claim or controversy of any other party.

 10. DISCLAIMER: UNDER NO CIRCUMSTANCES SHALL FASHIONAVENUE.COM, INC. BE LIABLE TO THE ADVERTISER WITH RESPECT TO ANY MATTER, FOR DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO CUSTOMER'S BUSINESS) OR LOST PROFITS, ARISING OUT OF BUSINESS BETWEEN THE ADVERTISER AND FASHIONAVENUE.COM, INC. FASHIONAVENUE.COM, INC. DOES NOT MAKE REPRESENTATIONS OF ANY KIND AND EXPRESSLY DISCLAIMS ALL THE WARRANTIES, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO USING OUR SPACE ON THE INTERNET. THIS INCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING OUT OF THE BUSINESS RELATIONSHIP. THE ADVERTISER AGREES THAT IN NO EVENT SHALL FASHIONAVENUE.COM, INC. BE LIABLE TO THE ADVERTISER FOR MORE THAN THE TOTAL AMOUNT PAID BY THE ADVERTISER FOR THE ADVERTISING SERVICES. EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO FASHIONAVENUE.COM, INC. BY CUSTOMER FOR THE AD GIVING RISE TO THE CLAIM.

 

Any Questions? You can direct any advertising policy related questions to our mailing address at...

 
FashionAvenue.com, Inc.
(Incorporated in The State Of Connecticut On June 1, 2000)
163 South Street # 52, Danbury, CT 6810 USA
 
 
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