YOUR ACCEPTANCE OF THIS AGREEMENT: This is an agreement between you
("you" or "your") and sawlogbulletin.com When you access or use the Site
in any way you agree to be bound by these Terms and Conditions ("Terms").
CHANGES: We may periodically change the Terms and the Site without
notice, and you are responsible for checking these Terms periodically
for revisions. All amended Terms become effective upon our posting to
the Site, and any use of the site after such revisions have been posted
signifies your consent to the changes.
HOW YOU MAY USE OUR MATERIALS: We use a diverse range of information,
text, photographs, designs, graphics, images and other materials and
effects on the sawlogbulletin.com Web site.
We provide the information, content or advertisements (which we
collectively call the "Materials") on the sawlogbulletin.com site FOR
YOUR PERSONAL, NON-COMMERCIAL USE ONLY.
Accordingly, You may view, use, copy, and distribute the Materials found
on sawlogbulletin.com Web sites for internal, noncommercial,
informational purposes only. You are prohibited from data mining,
scraping, crawling, or using any process or processes that send
automated queries to the sawlogbulletin.com Web site. You may not use
the sawlogbulletin.com Web sites to compile a collection of listings,
including a competing listing product or service. You may not use the
Site or any Materials for any unsolicited commercial e-mail. Except as
authorized in this paragraph, you are not being granted a license under
any copyright, trademark, patent or other intellectual property right in
the Materials or the products, services, processes or technology
described therein. All such rights are retained by sawlogbulletin.com,
its subsidiaries, parent companies, and/or any third party owner of such
rights.
HOW WE MAY USE INFORMATION YOU PROVIDE TO US: Do not send us any
confidential or proprietary information. We assume no obligation to
protect confidential or proprietary information (other than personally
identifiable information) from disclosure and will be free to reproduce,
use, and distribute the information to others without restriction. We
will also be free to use any ideas, concepts, know-how or techniques
contained in information that you send us for any purpose whatsoever
including but not limited to developing, manufacturing and marketing
products and services incorporating such information.
PRIVACY POLICY: Use of our Site is also subject to the Terms and
Conditions of our Privacy Policy. Our Site is intended for use primarily
by persons 18 years or older.
NO ENDORSEMENTS MADE BY sawlogbulletin.com: We do not investigate,
represent or endorse the accuracy, legality, legitimacy, validity or
reliability of any products, services, deals, coupons or other
promotions ("Promotions") or Materials, including advice, ratings, and
recommendations contained on, distributed through, or linked, downloaded
or accessed from the sawlogbulletin.com Web site.
References that we make to any names, marks, products or services of
third parties or hypertext links to third party sites or information do
not constitute or imply our endorsement, sponsorship or recommendation
of the third party, of the quality of any product or service, advice,
information or other materials displayed, purchased, or obtained by you
as a result of an advertisement or any other information or offer in or
in connection with the sawlogbulletin.com Web sites (the "Products").
CONTENT DISCLAIMER: sawlogbulletin.com communicates information provided
and created by advertisers, content partners, software developers,
publishers, marketing agents, employees, users, resellers and other
third parties. sawlogbulletin.com has no control over the accuracy of
such information on our pages, and material on the sawlogbulletin.com
Web site may include technical inaccuracies or typographical errors.
We make no guarantees, nor can we be responsible for any such
information, including its currency, content, quality, copyright
compliance or legality, or any resulting loss or damage.
All of the data on Products and Promotions including but not limited to,
the prices and the availability of any product or service or any feature
thereof, is subject to change without notice by the party providing the
Product or Promotion. You should use discretion while browsing the Internet.
sawlogbulletin.com reserves the right, in its sole discretion and
without any obligation, to make improvements to, or correct any error or
omissions in, any portion of the Sites. Where appropriate, we will
endeavor to update information listed on the Web site on a timely basis,
but shall not be liable for any inaccuracies.
Links to external Internet sites are provided within the content on the
Site as a convenience to users. The listing of an external site does not
imply endorsement of the site by sawlogbulletin.com or its affiliates.
sawlogbulletin.com does not make any representations regarding the
availability and performance of its Web site or any of the Web sites to
which we provide links. When you click on advertiser banners, sponsor
links, or other external links from the Site, your browser automatically
may direct you to a new browser window that is not hosted or controlled
by sawlogbulletin.com, sawlogbulletin.com and its affiliates are not
responsible for the content, functionality, or technological safety of
these external sites.
We reserve the right to disable links to or from third-party sites to
our Site, although we are under no obligation to do so. This right to
disable links includes links to or from advertisers, sponsors, and
content partners that may use our Marks as part of a co-branding
relationship.
Some external links may produce information that some people find
objectionable, inappropriate, or offensive. We are not responsible for
the accuracy, relevancy, copyright compliance, legality, or decency of
material contained in any externally linked Web sites. We do not fully
screen or investigate business listing Web sites before or after
including them in directory listings that become part of the Materials
on our Site, and we make no representation and assume no responsibility
concerning the content that third parties submit to become listed in any
of these directories.
WARRANTY DISCLAIMER: Any use of the sawlogbulletin.com Web site,
reliance upon any Materials, and any use of the Internet generally shall
be at your sole risk. sawlogbulletin.com disclaims any and all
responsibility or liability for the accuracy, content, completeness,
legality, reliability, or operability or availability of information or
material displayed in the sawlogbulletin.com results.
THE SITE (INCLUDING MATERIALS AND INFORMATION THEREIN) ARE PROVIDED "AS
IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR
IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT. sawlogbulletin.com DISCLAIMS, TO THE FULLEST EXTENT
PERMITTED UNDER LAW, ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY,
TIMELINESS, ACCURACY AND PERFORMANCE OF THE SITE AND MATERIALS.
sawlogbulletin.com DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE
CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS.
sawlogbulletin.com DISCLAIMS ANY AND ALL WARRANTIES TO THE FULLEST
EXTENT OF THE LAW, INCLUDING ANY WARRANTIES FOR ANY INFORMATION, GOODS,
OR SERVICES, OBTAINED THROUGH, ADVERTISED OR RECEIVED THROUGH ANY LINKS
PROVIDED BY OR THROUGH THE SITE.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO
HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO
JURISDICTION.
LIMITATION OF LIABILITY: IN NO EVENT SHALL sawlogbulletin.com BE LIABLE
TO ANY USER ON ACCOUNT OF SUCH USER'S USE, MISUSE OR RELIANCE ON THE
SITE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, SPECIAL, PUNITIVE,
INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DAMAGES FOR LOSS OF
PROFITS, REVENUE, USE, OR DATA WHETHER BROUGHT IN WARRANTY, CONTRACT,
INTELLECTUAL PROPERTY INFRINGEMENT, TORT (INCLUDING NEGLIGENCE) OR OTHER
THEORY, EVEN IF sawlogbulletin.com ARE AWARE OF OR HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR CONNECTED WITH THE USE
(OR INABILITY TO USE) OR PERFORMANCE OF THE SITE, THE MATERIALS OR THE
INTERNET GENERALLY, OR THE USE (OR INABILITY TO USE), RELIANCE UPON OR
PERFORMANCE OF ANY MATERIAL CONTAINED IN OR ACCESSED FROM ANY SITE.
sawlogbulletin.com DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY
FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION,
APPARATUS, PRODUCT OR PROCESS DISCLOSED ON THE SITE OR OTHER MATERIAL
ACCESSIBLE FROM THE SITE
THE USER OF THIS SITE ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF
THIS SITE AND THE INTERNET GENERALLY.
THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT
PERMITTED UNDER APPLICABLE LAW.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OF
CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT
APPLY TO ALL USERS; IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST
EXTENT PERMITTED BY LAW.
THIRD PARTY SITES: Your correspondence or business dealing with or
participation in the sales promotions of advertisers or service
providers found on or through the Site, including payment and delivery
of related goods or services, and any other terms, conditions, and
warranties or representations associated with such dealings, are solely
between you and such advertisers or service providers. You assume all
risks arising out of or resulting from your transaction of business over
the Internet, and you agree that we are not responsible or liable for
any loss or result of the presence of information about or links to such
advertisers or service providers on the Site. You acknowledge and agree
that we are not responsible or liable for the availability, accuracy,
copyright compliance, legality, decency or any other aspect of the
content, advertising, products, services, or other materials on or
available from such sites or resources. You acknowledge and agree that
your use of these linked sites is subject to different terms of use than
these Terms, and may be subject to different privacy practices than
those set forth in the Privacy Policy governing the Site. We do not
assume any responsibility for review or enforcement of any local
licensing requirements that may be applicable to businesses listed on
the Site.
MONITORING OF MATERIALS TRANSMITTED BY YOU: Changes may be periodically
incorporated into this Site. sawlogbulletin.com may make improvements
and/or changes in the products, services and/or programs described in
these Sites and the Materials at any time without notice.
We are under no obligation to monitor the material residing on or
transmitted to this Site. However, anyone using this Site agrees that
sawlogbulletin.com may monitor the Site contents periodically to (1)
comply with any necessary laws, regulations or other governmental
requests; (2) to operate the Site properly or to protect itself and its
users. sawlogbulletin.com reserves the right to modify, reject or
eliminate any material residing on or transmitted to its Site that it,
in its sole discretion, believes is unacceptable or in violation of the
law or these Terms and Conditions.
INDEMNIFICATION: You agree to indemnify and hold us and (as applicable)
our parent, subsidiaries, affiliates, officers, directors, agents, and
employees, harmless from any claim or demand, including reasonable
attorneys' fees, made by any third party due to or arising out of your
breach of these Terms, your violation of any law, or your violation of
the rights of a third party, including the infringement by you of any
intellectual property or other right of any person or entity. These
obligations will survive any termination of the Terms.
INTELLECTUAL PROPERTY COMPLAINTS: We do not make it our responsibility
to monitor the use of trademarks, copyrights or other rights of third
parties. We may, however, in appropriate circumstances and at our
discretion, remove, suspend, terminate access, or take other appropriate
action against users, members or other third parties who infringe the
copyright rights of others. Therefore, if you reasonably believe that
any Materials on this Site contains unauthorized reproductions of your
copyrighted work or trademarks, or links to sites containing
unauthorized reproductions of your copyrighted work or trademarks, and
you want us to take any action, then you must provide the following
information to us (as required under the Digital Millennium Copyright
Act (17 U.S.C. sec. 512)):
MISCELLANEOUS: These Terms will be governed by and construed in
accordance with the laws of the State of New Hampshire without giving
effect to its conflict of laws provisions or your actual state or
country of residence, and you agree to submit to personal jurisdiction
in New Hampshire. You agree to exclude, in its entirety, the application
to these Terms of the United Nations Convention on Contracts for the
International Sale of Goods. You are responsible for compliance with
applicable laws.
If for any reason a court of competent jurisdiction finds any provision
or portion of the Terms to be unenforceable, the remainder of the Terms
will continue in full force and effect.
These Terms constitute the entire agreement between us and supersedes
and replaces all prior or contemporaneous understandings or agreements,
written or oral, regarding the subject matter of these Terms.
Any waiver of any provision of the Terms will be effective only if in
writing and signed by you and sawlogbulletin.com, sawlogbulletin.com
reserves the right to investigate complaints or reported violations of
these Terms and to take any action we deem necessary and appropriate.
Such action may include reporting any suspected unlawful activity to law
enforcement officials, regulators, or other third parties. In addition,
we may take action to disclose any information necessary or appropriate
to such persons or entities relating to user profiles, e-mail addresses,
usage history, posted materials, IP addresses and traffic information.
sawlogbulletin.com reserves the right to seek all remedies available at
law and in equity for violations of these Terms.
TERMS AND CONDITIONS FOR INTERNET ADVERTISING
Scope. This is a contract (referred to herein as this "Agreement")
between sawlogbulletin.com (hereinafter referred to as "us", "we" and
"our") and the customer ("you" and "your") identified on the first page
of this document (the "Order") for us to fulfill your order for our
Advertising Products identified on the Order. This Agreement consists of
the Order and these Terms and Conditions for Internet Advertising,
(these "Ts&Cs"). Except as otherwise expressly provided in these Ts&Cs,
in the event of any conflict between the terms of the Order or of these
Ts&Cs, the Order shall control.
Term. The term of this Agreement commences on the date of execution by
you (either in writing or by electronic signature, including recorded
oral acceptance of this Agreement of an Order presented by us and shall
(subject to our right hereunder to terminate or suspend our performance
or remove Advertising Products under circumstances specified in this
Agreement) continue until we have fulfilled the Advertising Products
specified in the Order for the Initial Term specified in the Order.
Unless otherwise provided in the Order and except as provided below in
these Ts&Cs, upon expiration of the Initial Term, the term of this
Agreement shall automatically renew for a "Renewal Term" unless you or
we notify the other of its intent not to renew at least thirty days
before expiration of the Initial Term. All services provided during the
Renewal Term will be subject to the then-current Terms and Conditions,
pricing and other terms for Internet Advertising available on our Web
site (such then current Ts&Cs being referred to herein as this
Agreement). The Renewal Term will continue from expiration of the
Initial Term until termination pursuant to this Agreement. Unless
otherwise provided in the Order, either you or we may terminate the
Renewal Term, with or without cause, upon thirty days' prior written
notice to the other. Neither of us may terminate this Agreement during
the Initial Term, provided that we may terminate this Agreement at any
time upon notice to you if you breach this Agreement. If you choose to
have your Advertising Products removed from any site and/or our services
discontinued prior to the end of the Initial Term or Renewal Term, as
the case may be, you shall notify us in writing and the unpaid balance
for the entire Initial Term or Renewal Term will become immediately due
and owing.
Third Parties. You represent and acknowledge that you are entering into
this Agreement to obtain the Advertising Products for your own benefit
and not for the benefit or on behalf of any third party, including, but
not limited to, any of your shareholders, partners, owners, employees,
agents or affiliates. However, each of our distribution or fulfillment
vendors or internet search engines on which we place your advertising
(each, a "Distribution Site") is an intended third-party beneficiary of
your obligations hereunder that relate to Advertising Products and may
independently enforce each obligation directly against you.
Rates and Payment. Unless otherwise provided in the Order, we will bill
you during our first applicable billing cycle after we fulfill your
order for Advertising Products and will continue to bill you during each
applicable billing cycle thereafter during the term of this Agreement.
The billing cycle will be thirty (30) days unless otherwise provided in
the Order. We will bill you for Advertising Products for which no rate
is specified in the Order at our standard rates for such Advertising
Products at the time that we provide such Advertising Products. Any
rates specified in the Order will apply during the Initial Term only.
Unless you or we terminate this Agreement at the end of the Initial
Term, you will be invoiced for each billing cycle of the Renewal Term at
our standard rates during such billing cycle for such Advertising
Products. Such standard rates may be higher than the rates set forth on
the Order. Payments are due on the due date specified on the invoice or,
if no payment date is specified, then thirty days after the date of the
invoice. We may remove, or (in the case of Advertising Products placed
on Distribution Sites) cause to be removed, your Advertising Products
and suspend our services hereunder if payment is not received by the due
date. Your prompt payment of any costs that we incur to suspend services
or remove or cause removal of Advertising Products, or to resume
services or replace or cause replacement of Advertising Products, will
be a condition to our resumption of services and the replacement of
Advertising Product. You acknowledge that no such suspension or removal
will extend the term of this Agreement and, therefore, that it will
reduce the aggregate time that we fulfill your order. We may charge late
payment fees that will accrue at our then-current standard rates or, if
lower, the maximum rate permitted under applicable law. You agree to pay
any attorneys' fees and costs that our agents or we incur in collecting
any unpaid amount. You will pay any sales, use or other local, state,
federal, foreign or other taxes or governmental fees arising out of or
in connection with this Agreement, other than taxes based on our net income.
Denial of Credit. If your application for business credit is denied, you
have the right to a written statement of the specific reasons for the
denial. To obtain the statement, you must contact us within 60 days from
the date you are notified of our decision and we will send you a written
statement of reasons for the denial within 30 days of receiving your
request for the statement. Notice: The Federal Equal Credit Opportunity
Act prohibits creditors from discriminating against credit applicants on
the basis of race, color, religion, national origin, sex, marital
status, age (provided the applicant has the capacity to enter into a
binding contract); because all or part of the applicant's income derives
from any public assistance program; or because the applicant has in good
faith exercised any right under the Consumer Credit Protection Act. The
federal agency that administers compliance with this law concerning this
creditor is Federal Trade Commission, Equal Credit Opportunity,
Washington, DC 20510.
Prohibitions, Content and Intellectual Property Rights. The transmission
of any unsolicited commercial e-mail messages through our services is
strictly prohibited without the prior consent of the recipient. You
acknowledge that neither we nor the Distribution Sites generate the
content upon a site where your Advertising Product may be fulfilled and
that neither we nor the Distribution Sites are responsible for such
content. You acknowledge that it is not possible to avoid placing your
advertisements on web sites that display adult content, have
adult-oriented domain names, or that are primarily intended as gambling
sites, you acknowledge that it is not possible to avoid all such
placements, and that we shall in no event have any liability to you of
any type or nature as a result of any such placement or any other such
placement that may be offensive to you. We or any Distribution Site may
refuse, remove and/or terminate Advertising Products and our services
due to any content that we or a Distribution Site deem for any reason
(a) may subject us, a Distribution Site or another party to liability,
(b) includes obscene, profane, sexual, violent or other inappropriate
content, or (c) is otherwise unacceptable in our or the Distribution
Site's sole discretion; provided that we have no obligation to review
your advertisements and shall have no liability related to the content
thereof. If this occurs, you will remain responsible for payment of all
amounts to be invoiced for the then-current term and will not be
entitled to any refund or abatement or any extension of the term of this
Agreement. Furthermore, you are making the following representations and
both we and each Distribution Site are relying upon them: (a) that you
are authorized to advertise and display the requested business, product
or service, (b) you are a business, not a consumer, (c) that the content
of any advertisement is truthful and not misleading, (d) that you are in
compliance with all laws and licensing requirements relating in any
manner to the goods or services displayed or to your advertisement, and
e) that you have the right to use and publish any requested name,
address, trade name, trademark, service mark, picture, likeness,
reproduction, endorsement, copyrighted or copyrightable item or other
content and that such use complies with all applicable laws, license
agreements and other obligations. Without limiting any of our other
rights or remedies, you agree to notify us immediately in writing at any
time that you discover or suspect that any of these representations is
not true and correct in all respects. You assume sole responsibility for
the protection of any copyrights, trademarks, service marks, trade names
and other intellectual property owned wholly or partially by you or
which you are authorized to use or display. If we receive notice or
documentation demonstrating that another person or entity contests your
right to use or display a name, trademark, service mark or other
content, we may reject or discontinue the Advertising Products and our
services without liability to you until such time you have resolved that
dispute with the other party to our satisfaction. As to Advertising
Products we create for you, whether in whole or in part, and any
derivative work that we create from your content, you acknowledge that
we are an author and assign to us all rights in and to any independently
copyrightable contribution you might have made to the advertising. You
further acknowledge that we retain all right, title and interest,
including the copyright, in such Advertising Products and that neither
you nor we intend for such advertising to constitute a joint work. You
grant us a nonexclusive license during the term of this Agreement,
including the right to sublicense, to copy, distribute, create
derivative works based upon, publicly display, publicly perform and
otherwise use any trademark, service mark, graphics, text or other
content you provide to us in connection with our performance of our
obligations under this Agreement. Upon termination of this Agreement, we
are not obligated to return any of these works to you.
Design of Our Sites, Advertising Products, Statistics and Interruption
of Our Services. We and the Distribution Sites may redesign or modify
the organization, structure and/or "look-and-feel" of our respective Web
sites, Advertising Products, and published set of headings and
directories at any time and without notice; we may discontinue or add
Distribution Sites at any time in our sole discretion. Although we
assign each Advertising Product an internally generated point value
and/or seniority date, such assignment is internal to us and does not
confer any rights to you. We or any Distribution Site may position your
advertisement on any page within the appropriate sites, in any position
upon such page, in any sequence and in association with any classified
heading or keyword(s) we or any Distribution Site deems appropriate
unless otherwise specifically noted in the Order. Unless expressly
provided on the Order, neither any Distribution Site nor we make any
representation or warranty with respect to traffic or usage statistics
regarding Actions on our site or on any Distribution Site or the levels
of impressions, cost per click, or click-through rates or the quality or
conversion rate for any advertisement. An "impression" means each
occurrence of a display of an advertisement. Neither any Distribution
Site nor we will have any liability to you and you will remain
responsible for all moneys owed to us should there be an interruption in
our Web site or any third party site or other interruption in our
services hereunder for any period of time, although we may, in our sole
discretion, issue credits or extend the term of this Agreement in the
event of interruptions lasting several days or longer.
Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THE ORDER,
NEITHER WE NOR ANY DISTRIBUTION SITE MAKES ANY REPRESENTATIONS,
WARRANTIES OR GUARANTEES TO YOU OF ANY KIND, EITHER EXPRESSED OR IMPLIED
(INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR OTHER
WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF
PERFORMANCE), REGARDING THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF THE
ADVERTISEMENTS OR ADVERTISING PRODUCTS, LINKED SITES, ANY SITE WE MAY
CREATE FOR YOU, OR OTHERWISE UNDER OR RELATED TO THIS AGREEMENT.
Assignment. You may not resell, assign, transfer or delegate any of your
rights, duties or obligations without our prior written consent, which
we may grant or withhold in the exercise of our absolute and sole
discretion; in the event we give such consent, the assignee must,
without any reservation, assume all of your rights, duties and
obligations. Any attempt to resell, assign, transfer or delegate such
rights, duties or obligations without our prior written consent shall
constitute a breach of this Agreement and shall be of no force or
effect. We shall have the right to subcontract performance of our
obligations hereunder or to assign or otherwise transfer this Agreement
or any of our rights, obligations or duties hereunder to any person or
entity at any time.
Notices. All of our notices, demands and other communications must be in
writing and will be deemed to have been given (a) if mailed by certified
mail, postage prepaid, (b) if delivered by overnight courier, (c) if
sent by facsimile transmission and such transmission is confirmed as
received, or (d) if sent by electronic mail, and such message is
confirmed as received, in each case to the address, fax number or e-mail
address specified on the Order for the recipient of such notice. All of
your notices, demands and other communications must be in writing and
will be deemed to have been given (a) if mailed by certified mail,
postage prepaid or if delivered by overnight courier, to our address:
Sawlog Bulletin, PO Box 9, Littleton NH 03561
Liability. NEITHER WE NOR ANY DISTRIBUTION SITE NOR ANY OF OUR OTHER
VENDORS SHALL HAVE ANY LIABILITY UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR THE ADVERTISING PRODUCTS FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING,
WITHOUT LIMITATION, DAMAGES RELATING TO LOSS OF PROFIT, LOSS OF INCOME
OR REVENUE, LOSS OF GOODWILL, THE REJECTION OR REMOVAL OF ANY
ADVERTISING CONTENT, ANY DELAY IN DISPLAYING OR OUR FAILURE TO DISPLAY
CONTENT, OR OUR FAILURE TO PERFORM SERVICES. WITHOUT LIMITING THE
PROVISIONS OF SECTION 13, IN NO EVENT SHALL OUR LIABILITY FOR MONETARY
DAMAGES EXCEED THE AMOUNT YOU HAVE ACTUALLY PAID TO US FOR THE
ADVERTISING PRODUCTS OR OTHER SERVICES WITH RESPECT TO WHICH SUCH
LIABILITY AROSE. You acknowledge and agree that the provisions of this
Agreement that limit liability, disclaim warranties, or exclude
consequential damages or other damages or remedies are essential terms
of this Agreement and are fundamental to the parties' understanding
regarding allocation of risk. Accordingly, such provisions shall be
severable and independent of any other provisions of this Agreement and
shall be enforced regardless of any breach hereof or other occurrence or
condition relating in any way to this Agreement or the Advertising
Products. Without limiting the generality of the foregoing, YOU AGREE
THAT ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND
EXCLUSIONS OF CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OR REMEDIES SHALL
REMAIN FULLY VALID, EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS, EVEN UNDER CIRCUMSTANCES THAT CAUSE ANY EXCLUSIVE
REMEDY UNDER THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE. The
limitations contained in this Section apply regardless of the form of
action, including actions in contract, tort (including negligence), and
strict liability.
Exclusive Remedies. If we breach our obligation hereunder to fulfill any
Advertising Product or breach any other obligation hereunder, we will
make commercially reasonable efforts to fulfill such Advertising Product
at a later date on the same or substitute site or internet search engine
or otherwise reasonably to cure such breach. THE FOREGOING CONSTITUTES
OUR SOLE OBLIGATION AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH BY
US OF THIS AGREEMENT (EITHER DIRECTLY OR THROUGH A FAILURE OF
PERFORMANCE BY ANY DISTRIBUTION SITE).
Indemnification. You agree to indemnify us and the Distribution Sites
and hold us and the Distribution Site harmless from and with respect to
any claims, actions, liabilities, losses, expenses, damages and costs
(including, without limitation, actual attorneys' fees) that may at any
time be incurred by us or them arising out of or in connection with this
Agreement or any Advertising Products or services you request,
including, without limitation, any claims, suits or proceedings for
defamation or libel, violation of right of privacy or publicity,
criminal investigations, infringement of intellectual property, false or
deceptive advertising or sales practices and any virus, contaminating or
destructive features.
Applicable Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New Hampshire
applicable to contracts entered into and performed in New Hampshire by
residents thereof. Any action or proceeding brought by you under or
relating to this Agreement shall be brought in a state or federal court
located in the state of New Hampshire, and you hereby irrevocably submit
to the personal jurisdiction of and irrevocably consent to venue in such
courts for purposes of any such action or proceeding. Any claim against
us arising from this Agreement shall be adjudicated on an individual
basis, and shall not be consolidated in any proceeding with any claim or
controversy by any other party.
Entire Agreement. This Agreement constitutes the entire agreement
between you and us with respect to the subject matter of this Agreement
and supersedes all prior written and all prior or contemporaneous oral
communications regarding such subject matter. Accordingly, you should
not rely on any representations or warranties that are not expressly set
forth in this Agreement. If any provision or provisions of this
Agreement shall be held to be invalid, illegal, unenforceable or in
conflict with the law of any jurisdiction, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired. Except as provided in Section 1, this Agreement
may not be modified except by writing signed by you and us; provided,
however, we may change these Ts&Cs from time to time, and such revised
terms and conditions shall be effective with respect to any Advertising
Products ordered after written notice of such revised terms to you or,
if earlier, posting of such revised terms and conditions on our Web site.