GENERAL ADVERTISING AGREEMENTThis advertising agreement (the "Agreement") has been concluded between:
(1) Uncharted Media Ltd., having its registered seat at Vanterpool Plaza, Wickhams Cay I, 2nd floor, Road Town, Tortola, British Virgin Islands (the "Website Owner"); and
(2) The Advertiser specified in the registration form located in the "New Company Profile"module of the Website (the "Advertiser"),
(the Website Owner and/or the Advertiser may be referred to as the "Party", or together the "Parties").
(A) The Website Owner owns and operates xwaters.com, a website for the global community of water sports enthusiasts and professionals (the "Website"); and
(B) The Advertiser wishes to advertise its goods and/or services on the Website under the terms of this Agreement;
THE PARTIES HAVE AGREED AS FOLLOWS:
- THE Scope and terms of service
- Under the terms of this Agreement, the Website Owner shall provide the Advertiser with a platform to promote the Advertiser's goods and/or services in the form of a company profile on the Website (the "Profile"), and/or links from the Website to the Advertiser's Profile or their own website(s) through banners, customized pages, pop-ups and side bars, as specified in the order form (collectively, the "Advertisement").
- The Parties have agreed that the scope, appearance, position and other details of the Advertisement will be specified in the respective order form in the "New Company Profile"module of the website, and/or a binding e-mail order submitted by the Advertiser.
- The Advertiser is allowed to enter its contact details, company information and special offers into its Profile free of charge, following its due registration with the Website. The Advertiser acknowledges that these details shall be made accessible to users of the Website only after due payment of the Subscription Fee (as defined below in clause 2). The Advertiser further acknowledges that one (1) Profile may be linked only to one (1) physical address (business premises) where the Advertiser operates its business.
- The Website Owner shall publish the Profile or another type of Advertisement for users of the Website within 48 hours of receiving the payment of the Subscription Fee (as defined in clause 2below) from the Advertiser.
- The Website Owner does not guarantee and shall not be held responsible for the traffic on the Website, i.e. any number of visitors, page views or hits on a particular link or page.
- The Website Owner reserves the right of approval over the content of any Advertisement other than the Profile. In order for this right to be effectively exercised, the Advertiser must provide all materials relevant to the publishing of such Advertisement (in particular the graphic design of such Advertisement) no later than 10 days prior to the planned publication date. Following its approval, the Website Owner will provide the Advertiser with a reference code for payment purposes.
- The Website Owner reserves the right to vary the content of the Website within the scope of water sports related themes, as well as the layout and format of the Website, from time to time.
- The Parties have agreed that the Advertisement shall only be published on the Website provided that it is delivered in accordance with the terms of this Agreement, approved by the Website Owner, and is in compliance with all applicable laws and regulations, including all relevant codes of practice (the "Law").
- The Advertiser acknowledges that the Website Owner does not provide any protection against proximity of any competing products and/or services being advertised on the Website.
- The Advertiser grants the Website Owner a non-exclusive, non-limited, worldwide and free-of-charge licence to use the Advertiser's name, trade marks and/or logos for the purposes of enabling the Website Owner to perform its obligations under this Agreement.
- SUbscription fee and PaymentTERMS
- For the services provided under this Agreement, the Advertiser shall pay to the Website Owner a fee specified in the relevant subscription plan selected by the Advertiser (the "Subscription Fee").
- The Subscription Fee is effective for the selected period of subscription, starting from the day of the publication of the Profile or another type of Advertisement on the Website. The Advertiser shall be provided with an option to extend the validity of a particular Advertisement by payment of an additional, subscription renewal fee.
- From time to time, the Website Owner may decide to offer to the Advertiser a discount or a special fee in the form of a special product or promotional code.
- The Advertiser acknowledges that the Subscription Fee is payable by credit card through the online order system, and that the payment services are provided by a third party.
- For tax purposes, the Advertiser acknowledges that the Website Owner is a company registered and operating in the British Virgin Islands, which is the place of its residency and the place of performance of its services.
- Term, Termination and cancellation policy
- This Agreement has been concluded for a period specified by the Advertiser in the “New Company Profile” module when selecting a subscription plan, and may be renewed after the expiration of said period by submitting a subscription renewal request.
- Unless specifically agreed otherwise, each Advertisement shall be published on the Website for a certain period of time specified in the "New Company Profile" module when selecting a subscription plan, (the "Term") and the Advertisement shall be removed or, in case of a Profile, removed from public access, after the expiry of such Term, if not renewed.
- The Advertiser is entitled to cancel a particular Advertisement within two (2) weeks from payment of the respective Subscription Fee for such Advertisement. In such an event, the Website Owner shall refund the full amount of the Subscription Fee paid with respect to such Advertisement, upon a written e-mail request from the Advertiser, submitted to firstname.lastname@example.org.
- In the event that the Advertiser wishes to cancel (because of termination of business operations, or any other reason) a particular Advertisement ordered for a Term that is longer than three (3) months, the Website Owner shall refund the respective part of the Subscription Fee, corresponding to 50% of the remaining validity of the Advertisement, upon a written e-mail request from the Advertiser, submitted to email@example.com.
- The Website Owner reserves the right to terminate this Agreement in the event of any change in any relevant Law or regulation that restricts or prevents the Website being accessible to users or advertisements being displayed on the Website.
- The Advertiser represents and warrants to the Website Owner that no Advertisement submitted for publication shall:
- infringe the rights (including intellectual property rights) of any third party or infringe any other agreements or arrangement;
- be defamatory or derogatory of any third party, or be offensive to the users of the Website;
- be harmful to the image of the Website Owner or the Website;
- breach any applicable Law and relevant regulatory provisions and any guidelines issued by the Website Owner and notified to the Advertiser;
- contain any viruses or cause any adverse effect on the operation of the Website or otherwise prevent the Website from being available to users.
- The Advertiser further represents and warrants to the Website Owner that it has obtained all necessary rights, consents, regulatory approvals, licences and clearances in relation to the publication of the Advertisement, and has complied (and shall comply) with all guidance of relevant regulatory bodies and any applicable Law.
- Limitation of Liability and Indemnification
- Nothing in this Agreement shall operate to exclude or limit either Party's liability for: (a) death or personal injury caused by its negligence; or (b) fraud; or (c) any other liability which cannot be excluded or limited under applicable Law.
- Subject to clause 5.1above, the Website Owner excludes all liability whatsoever in respect of all claims, whether in contract or tort (including negligence) or otherwise, arising out of or in connection with the content of the Website, this Agreement or any other collateral contract, for any loss or damage directly or indirectly incurred, including, without limitation, for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any other indirect or consequential loss or damage, or arising out of or in conjunction with the placement or display of any Advertisement on the Website.
- In particular, the Website Owner shall not be liable for:
- any changes, deletions from, or delay in publication or withdrawal of any Advertisement, if any relevant authority requires such action;
- any services provided by a third party, especially the services stated in clause 2.4above; and
- inaccessibility or any failures of the Profile caused by technical reasons; in the event of a long-term technical breakdown caused by the Website Owner which is not repaired within 48 hours, the Term of each Advertisement for which the respective Subscription Fee was paid will extend by the period of such breakdown; in the event of a breakdown lasting for longer than 10 days, the Advertiser shall have the right for a refund in the amount of 50% of the paid Subscription Fee, upon a written e-mail request from the Advertiser, submitted firstname.lastname@example.org.
- The Advertiser shall fully indemnify the Website Owner for any loss or damage suffered by the Website Owner or any of its group companies for breach of this Agreement.
- FINAL provisions
- The performance by the Website Owner of its duties and obligations under this Agreement will be that of an independent contractor, and nothing in this Agreement will create or imply an agency relationship between the Website Owner and the Advertiser, nor will this Agreement be deemed to constitute a joint venture or partnership between the Parties.
- The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions. If any term of this Agreement is found to be invalid or unenforceable, the Parties agree to modify it to the least extent necessary to make it valid or enforceable, and the remaining portions of this Agreement will remain in full force and effect.
- No failure of either Party to exercise or enforce any of its rights under this Agreement shall act as a waiver of such rights. All waivers must be in writing, and signed by the Party waiving its rights.
- This Agreement constitutes the entire agreement between the Parties regarding the subject matter of this Agreement and supersedes any prior agreement between the Parties relating to such subject matter. The Advertiser shall have no remedy, and the Website Owner shall have no liability, in respect of any statement (including any untrue statement), whether written or oral, made to it upon which it relied in entering into this Agreement unless such statement was an untrue statement made by the Website Owner knowing that it was untrue; or as to a fundamental matter.
- This Agreement shall be governed and construed in accordance with English law. Disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the English courts.
- This Agreement may be modified only by a written instrument executed by authorized representatives of the Parties.