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This AGREEMENT is made between
FashionAvenue.com, Inc., a
corporation with its principal office at
Peacock Alley Office Suites #150C, One
Padanaram Road, Danbury, CT 06811, 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., One Padanaram
Road, Suite #150C, Danbury, CT 06811
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.
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