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Hermits Group Inc.(USA) Advertising Terms And Conditions
General.
A signed contract with proper company’s stamp must be submitted to Hermits Group Inc.(USA) Advertising
Agents five days in advance of initial publication date. By submitting
advertising for inclusion on any Hermits Group Inc.(USA) Network site or service,advertiser/agency agrees to be bound by the terms of this contract. No
conditions other than those set forth herein shall be binding on Hermits Group Inc.(USA) unless specifically agreed to in writing by Hermits Group Inc.(USA) . Hermits Group Inc.(USA) will not be bound by conditions printed or appearing on order blanks or copy instructions submitted by or on behalf of the advertiser/agency. This
contract supersedes all terms and conditions on Hermits Group Inc.(USA) rate card sand any previous agreements between Hermits Group Inc.(USA) and advertiser/agency relating to the subject matter set forth herein. Hermits Group Inc.(USA) only obligation to serve advertisements hereunder shall be to serve advertisements
of the advertiser described herein, and in no event shall Hermits Group Inc.(USA) be obligated to serve advertisements for any other advertiser.
Changes and Cancellations.
All artworks must be received at least five days in advance of publication date. All texts for
Internet radio, other audio or video advertisements must be received at least
ten days in advance of publication date. Hermits Group Inc.(USA) advertising team reserved all rights to refuse any copy changes after the published closing date
of the update to the Hermits Group Inc.(USA) Network site or service on which the advertising is to run. Cancellation will not be allowed after the signing of
any advertising contract. Changes to artwork or texts must be received by Hermits Group Inc.(USA) at least seven days in advance upon requested change date. Hermits Group Inc.(USA) advertising specifications are accessible through the URL http://www.hermitsgroup.com/advertise.htm Hermits Group Inc.(USA) reserves the right to change any of its advertising specifications at any time. Any cancellations or change orders must be made in
writing and acknowledged by Hermits Group Inc.(USA) Change orders cannot be submitted upon confirmation or more than once every fourteen days. This contract maybe canceled or changed
(i) by Hermits Group Inc.(USA) at any time for any or no reason without notice, or
(ii) by advertiser/agency on 30 days written notice to Hermits Group Inc.(USA) .
Payment.
Unless otherwise agreed in writing, the full amount fees are due upon the execution of this contract by the
advertiser/agency. If payment is not made timely, Hermits Group Inc.(USA) , at its option, may immediately terminate the contract. In addition, advertiser/agency
shall be liable to Hermits Group Inc.(USA) for all attorneys’ fees and other costs of collection. Interest will be accrued on any past due amounts at the rate of the
lesser of one and one-half (1.5%) percent per month or the lawful maximum. Hermits Group Inc.(USA) shall have the right to hold the advertiser and/or its agency or agent jointly and severely liable for all amounts due.
Delivery, Frequency and Make good.
All figures relating to the number of advertisements served as determined by Hermits Group Inc.(USA) shall govern, regardless of whether advertiser/agency is using the services of a third party ad server. If Hermits Group Inc.(USA) fails to provide the guaranteed number of impressions, Hermits Group Inc.(USA) will make good on this contract as described below. Hermits Group Inc.(USA) will not make good for under-delivery due to delays caused by advertiser/agency. Advertiser/agency
understands that all frequency discounts are based on the advertiser's/agency's
commitment to fulfilling the frequency indicated in the contract. If, for any
reason, this frequency is not met by the expiration or cancellation of the
contract, advertiser/agency agrees to pay a short rate charge on all ads run.
This charge will be equal to the difference between the rate shown in the
contract and the rate earned based on the applicable rate card for the actual
frequency completed.
Advertising Credits.
All Hermits Group Inc.(USA) advertising contracts runs in the form of advertising credits spelled at the following URL http://www.hermitsgroup.com/advertise.htm, in no time can these advertising credits be exchanged for real time cash and advertising
credits are not transferable to any parties. However, advertisers are allowed
to transfer their credits from one advertising site to another advertising site
if applicable through email.
Advertising Credits Top up.
Advertisers will be responsible to top up their advertising credits and in no situation shall Hermits Group Inc.(USA) and its crew members be held responsible for any service interruptions due to
insufficient credits.
Redesigning of the Hermits Group
Inc.(USA) Network Sites or Services.
Advertiser/agency acknowledges that,consistent with Hermits Group Inc.(USA) need for editorial discretion, Hermits Group Inc.(USA) may redesign, delete or replace the pages, programs or channels on which the impressions will be displayed or transmitted or may redesign or replace the
type of links, buttons, boxes, banners, and Internet radio, audio or video
advertisements purchased by advertiser/agency provided, that Hermits Group Inc.(USA) will use good faith efforts to provide advertiser/agency with comparable links,buttons, boxes, banners, and Internet radio, audio or video advertisements.
Prohibited Advertising Rejections.
Consistent with Hermits Group Inc.(USA) previously-issued policies, advertising relating to the following goods and services is prohibited: firearms, gambling, and illegal
products. Hermits Group Inc.(USA) reserves the right, without liability, to reject,omit or exclude any advertisement or to reject or terminate any links, buttons,
boxes or banners for any reason at any time, with or without notice to the
advertiser/agency, and whether or not such advertisement, link, button, box or
banner was previously acknowledged, accepted, or published.
Licenses and Indemnification.
Advertiser/agency grants Hermits Group Inc.(USA) the right to use, reproduce, publicly display and distribute advertiser's advertisements and collateral information and warrants
that advertiser/agency has the right to grant such license. Advertiser/Agency
represents that the advertiser is the owner or is licensed to use the entire
contents and subject matter contained in its advertisements and collateral information, including, without limitation,
(a) the names and/or pictures of persons
(b) any copyrighted material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services and
(c) any testimonials or endorsements contained in any advertisement submitted to Hermits Group Inc.(USA) . In addition, advertiser/agency represents that the advertiser's advertisements and collateral information do not violate any applicable local,
state or federal law or regulation. In consideration of Hermits Group Inc.(USA) acceptance of such advertisements and information for publication, the advertiser and agency will jointly and severely indemnify and hold harmless Hermits Group Inc.(USA) and its officers, directors, shareholders, employees, accountants,attorneys, agents, parent, affiliates, subsidiaries, successors and assigns
from and against any and all third party claims, damages, liabilities, costs
and expenses, including reasonable legal fees and expenses, arising out of or related to:
(i) advertiser/agency's breach of any covenants, representations and warranties made therein,
(ii) Hermits Group Inc.(USA) performance under this contract, and
(iii) the copying, printing, distributing, transmitting or publishing of advertiser's/agency's advertisements or collateral information by
Hermits Group Inc.(USA)
Limitation of Liability.
In the event (i) Hermits Group Inc.(USA) fails to publish an advertisement in accordance with the schedule provided in the Insertion Order, (ii) Hermits Group Inc.(USA) fails to deliver the number of total impressions specified in the Insertion order (if any) by the
end of the specified period, or (iii) of any other failure, technical of
otherwise, of such advertisement to appear or be transmitted as provided in the
Insertion Order, the sole liability of Hermits Group Inc.(USA) to advertiser/agency shall be limited to, at Hermits Group Inc.(USA) sole discretion, a pro rata refund of the advertising fee representing the undelivered impressions, placement of the
advertisement at a later time in a comparable position, or extension of the
term of the Insertion Order until total impressions are delivered. In addition,Hermits Group Inc.(USA) is not responsible for the quality and/or clarity of any Internet radio, audio or video advertisements.
UNDER NO CIRCUMSTANCES WILL HERMITS GROUP INC. BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST INCOME OR PROFITS, IN ANY WAY
ARISING OUT OF OR RELATED TO THIS CONTRACT, EVEN IF HERMITS GROUP LLC HAS BEEN
ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
Choice of Law and Forum.
This contract shall be interpreted and construed in accordance with the Federal Law of United States
Of America, without regard to its conflicts of laws provision, and with the same
force and effect as if fully executed and performed therein. Each party hereby
consents to the exclusive personal jurisdiction of the Federal Law of United
States Of America, acknowledges that venue is proper only in any state or
Federal court in the United States Of America, agrees that any action related
to this contract must be brought in a state or Federal court in the United
States Of America, and waives any objection that may exist, now or in the
future, with respect to any of the foregoing.
Credit Cards.
In the event that advertiser/agency pays any amounts due hereunder with a credit card and the
issuer of the credit card fails to pay the amounts authorized by
advertiser/agency, advertiser/agency shall immediately remit full payment to Hermits Group Inc.(USA) plus any interest due on the outstanding amounts. In addition, if advertiser/agency pays any amounts due hereunder with a credit card and the
issuer of the credit card seeks to recover from Hermits Group Inc.(USA) any amounts received by Hermits Group Inc.(USA) from the issuer, advertiser/agency shall immediately remit to Hermits Group Inc.(USA) all amounts necessary to comply with the issuer's request and any costs and expenses incurred by Hermits Group Inc.(USA) .
Miscellaneous.
No public statements concerning the existence or terms of this contract will be made or released to any medium
except with the prior approval of both parties or as required by law.
Advertiser/agency may not resell, assign or transfer any of its rights
hereunder, and any attempt to resell, assign or transfer such rights shall
result in immediate termination of this contract, without liability to Hermits Group Inc.(USA) . If any portion of the contract is found unenforceable for any reason, the reminder will remain in full force and effect. No waiver by Hermits Group Inc.(USA) shall operate as a waiver of any other provision or any subsequent default. This document represents the entire agreement of the parties Hermits Group Inc.(USA) will not be bound by the representations of any agents, brokers, or other third parties. Any modifications must be in writing and signed by an
authorized representative of Hermits Group Inc.(USA) . All terms of this contract,which by their nature extend beyond its termination, remain in effect until
fulfilled and apply to the respective successors and assigns.
The undersigned is legally empowered with due corporate
authority to enter into this contract and agrees to be bound by the Terms and
Conditions of this contract.
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