Online Advertising Directory Terms and Conditions
- This advertising directory ad agreement is for the placement of a sponsored display advertisement on the www.safewave.org website and is located within the advertising directory found by clicking on the advertising directory link on the left hand global menu navigation. The advertisement can be purchased online using with payment being made through Pay Pal with a major credit card. The Advertiser in entering into this agreement understands and accepts the advertising guidelines and policies of SafeWave.
- “The Advertiser” shall be solely responsible for supplying and managing the “The Advertiser” Site at its own expense and SafeWave shall not have any obligations whatsoever with respect to the “The Advertiser” Site other than to create the hyperlinks thereto as described herein. “The Advertiser” shall notify SafeWave in advance of any changes in its URL(s). SafeWave retains the right, in its sole discretion and upon notification to “The Advertiser”, to immediately cease linking to the “The Advertiser” Site if in SafeWave's opinion, the “The Advertiser” Site violates any applicable law or regulation, infringes upon any proprietary right of any third-party, or is defamatory, obscene, offensive or excessively controversial or no longer is in compliance with our advertising guidelines and policies.
- The initial term of this Agreement shall begin on the Effective Date and shall continue for a period of one year ("Initial Term") unless otherwise terminated as set forth below.
- This can be automatically be extended for an additional one year period ("Renewal Term"), except in the event of termination. SafeWave will notify the advertiser of the renewal and for authorization of payment at least 30 days before the expiration of the agreement.
- Either Party may terminate this Agreement at any time in the event of a material breach by any of the other Parties which remains uncured after thirty (30) days' written notice thereof.
REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
- “The Advertiser's Representations and Warranties. “The Advertiser” represents and warrants that (I) “The Advertiser” has the right to grant the rights and licenses granted herein; (ii) “The Advertiser” is the sole owner or licensee of the “The Advertiser” Content; (iii) the “The Advertiser” Content does not infringe, violate or misappropriate any trademark, patent, copyright, trade secret or any other intellectual property right of any third party; (iv) the “The Advertiser” Content does not contain any libelous material; (v) it has the right and authority to enter into and perform all obligations under this Agreement; and (vi) it shall comply with all applicable laws, statutes, ordinances, rules and regulations with
- SafeWave's Representations and Warranties. SafeWave represents and warrants that (I) it has the right and authority to enter into and perform all obligations under this Agreement; and (ii) it shall comply with all applicable laws, statutes, ordinances, rules and regulations with respect to the SafeWave project.
- Indemnity. Each party will defend, indemnify, save and hold harmless the other party, and their officers, directors, agents, and employees from any and all third-party claims, demands, liabilities, courts costs and damages, including reasonable attorney's fees ("Liabilities"), resulting from the indemnifying party's breach of any of the representations and warranties set forth; provided, however, the non-indemnifying party shall (I) promptly notify the indemnifying party in writing of an indemnifiable claim, (ii) give the indemnifying party the opportunity to defend or negotiate a settlement of any such claim at the indemnifying party's expense, and (iii) fully cooperate with the indemnifying party, at the indemnifying party's expense, in defending or settling such claim. The indemnifying party may not settle any such claim without obtaining the prior consent of the non-indemnifying party, unless any such settlement provides for full exculpation of the non-indemnifying party.
Each party reserves the right, to participate, at its own expense, in the defense of any matter otherwise subject to indemnification by the other party. Notwithstanding the above, neither party shall be obligated to indemnify, defend, save and hold harmless the non-indemnifying party to the extent Liabilities result from the gross negligence or knowing and willful misconduct of the non-indemnifying party.
- NO ADDITIONAL WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4 ABOVE, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER SUBJECT TO THIS AGREEMENT, INCLUDING ANY STATUTORY WARRANTY AGAINST INFRINGEMENT, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
LIMITATION OF LIABILITY
EXCEPT FOR OBLIGATIONS PURSUANT TO SECTION 4 ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS ARISING FROM THIS AGREEMENT (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
- Assignment. “The Advertiser” will not assign, delegate or otherwise transfer this Agreement or any right hereunder, either in whole or part (whether by express transfer, operation of law or otherwise) without the prior written consent of SafeWave, except “The Advertiser” may transfer or assign this Agreement without prior consent to any of its subsidiary or affiliate companies or successor either now existing or hereafter organized. Any attempted or purported assignment or other transfer not complying with the foregoing shall be null and void. Subject to the foregoing, this Agreement will inure to the benefit of and bind the successors and assigns of the parties hereto.
- Severability. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect.
- Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. No party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.
- No Waiver. The failure of either party to insist upon or enforce strict performance by the other party, of any provision of this Agreement, or to exercise any right under this Agreement, shall not be construed as a waiver or relinquishment of such party's right to enforce any such provision or right in any other instance.
- Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (I) on the delivery date if delivered by electronic mail; (ii) on the delivery date if delivered personally to the party to whom the same is directed; (iii) one (1) business day after deposit with a commercial overnight carrier with written verification of receipt; or (iv) five (5) business days after the mailing date whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available to the Contact at the address of the party to whom the same is directed.
For More Information please contact us at:
14115 63rd Way North
Clearwater, FL 33760
877-ILANDS-0 Toll Free