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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. |
