Aviation Ad Network - Ad Service Terms and Conditions for Advertisers
Introduction. This Agreement between you and The Avjobs Ad Network ("Avjobs")
consists of the Avjobs, Inc. Standard Terms and Conditions ("Terms and Conditions"), the Avjobs, Inc. Ad Program
(the "Program") Guidelines, which may be revised periodically, and the terms of any advertising campaign you submit
or modify. "You" or "Advertiser" means the entity identified in this enrollment form, and/or any agency acting
on its behalf, which shall also be bound by the terms of this Agreement. Please read very carefully these Terms
and Conditions and the Program.
- Uses; Partner Sites. Aviation Ad Network ™ is an aviation specific
advertising network, and we do our best to ensure that all of our advertisers are aviation related. Membership
in the Network is subject to prior approval of Avjobs. Avjobs reserves the right to refuse service to any new
or existing advertiser, in its sole discretion, with or without cause. Approval of membership in the Avjobs
Ad Network is limited only to the specific root URLs for which advertiser has applied for approval. Avjobs reserves
the right to withhold approval of membership in the Avjobs Ad Network based on Website primary language. Avjobs
reserves the right, in its sole discretion and without liability, to reject, omit or exclude any advertiser
or Website for any reason at any time, with or without notice to the advertiser and regardless of whether such
advertiser or Website was previously accepted. You agree that your ads may be placed on (i) any site owned or
operated by The Avjobs Ad Network (an "Avjobs Web Site") and (ii) on any site owned by a third party (a "Partner")
with which Avjobs has an agreement to place Avjobs ads ("Partner Site"). Unless otherwise agreed to in writing
by Avjobs, any ads may be modified without your consent to comply with any policy of Avjobs or any Partner Site.
Avjobs reserves the right to, and in its sole discretion may, at any time review, reject, modify, or remove
any ad. The Partners may also have certain rights allowing them to reject, modify or withdraw ads placed under
this Agreement. No liability of Avjobs and/or any Partner shall result from any such decision.
- Communications Solely With Avjobs. Even if your ad(s) are placed on
Partner Site(s), you agree to direct to Avjobs, and not to any Partner, any communication regarding your ad(s)
on any Partner Site.
- Approval of Advertisement. Any character title, keyword, site description
or URL (collectively, the "Listing") and Bid Amount submitted to the Avjobs Ad Network is subject to the prior
approval of Avjobs. Avjobs will not allow any Listings which are inappropriate, offensive or irrelevant. Once
you submit your Listing, Avjobs will review your submission for editorial integrity, relevance, appropriateness
and accurate mapping to the Avjobs Ad Network of Sites. You will be notified of rejections. Avjobs reserves
the unrestricted right to reject or cancel any Listing for any reason at any time. When you bid for placement
on the Avjobs Ad Network of sites, your approved Listing may also be posted on sites with which we have partnered
(at a minimum, the Listing's title will be displayed). As a result, Listings may appear anywhere on the World
Wide Web, including on our sites and our partner sites, Listing positioning and placement is determined by Avjobs
in its sole discretion and is subject to change in Avjobs' sole discretion. Company reserves the right to edit
any titles and/or descriptions and to suspend and/or remove any Listing at any time for any reason.
- Avjobs Guidelines. The Avjobs Ad Network Guidelines contain many important
policies and procedures. Avjobs may modify The Avjobs Ad Network Guidelines at any time upon notice published
on The Avjobs Ad Network Web Site.
- Parties' Responsibilities. You are responsible for knowing the contents
of The Avjobs Ad Network Guidelines. You are solely responsible for the selection of all "Targets" (any category,
and other targeting mechanism), and for the content of your ads, including URL links. Avjobs is not responsible
for anything regarding your Web site(s) including, but not limited to, maintenance of your Web site(s), order
entry, customer service, payment processing, shipping, cancellations or returns.
- Prohibited Uses. Avjobs strictly prohibits using The Avjobs Ad Network
Web Site or any Partner Site(s) (i) to generate fraudulent impressions of or fraudulent clicks on Advertiser's
ad(s) or third-party ad(s), including but not limited to using robots or other automated query tools and/or
computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or
software; (ii) to advertise substances, services, products or materials that are illegal in any state or country
where the ad is displayed; (iii) in any way that violates any policy posted on The Avjobs Ad Network Web Site,
as revised from time to time; or (iv) to engage in any other illegal or fraudulent business practice under the
laws of any state or country where the ad is displayed. You may not include links to any Web site(s) as part
of your ad, unless the content found at such site(s) is relevant to your Target(s). You may not run multiple
ads linking to the same or similar site on the same search results page; or (v) to advertise the direct sale
of animals. You may advertise listing or portal services of animals for sale or adoption. Violation of these
policies may result in removal of your ad or immediate termination of this Agreement, and may subject you to
state and federal penalties and other legal consequences.
- Termination; Cancellation. Avjobs may at any time, in its sole discretion,
terminate the Program, terminate this Agreement, or cancel any ad(s) or your use of any Target. Avjobs will
notify you via email of any such termination or cancellation, which shall be effective immediately. You may
cancel any ad and/or terminate this Agreement with or without cause at any time. Cancelled ads will be discontinued
within 24 hours of notice received via your account on the Program contact page. Termination of your account
shall be effective when Avjobs receives notice via your account on the Program contact page. Upon termination
for any reason, (i) you shall remain liable for any amount due for ads already delivered or for clicks on any
ad(s), and (ii) Sections 2 and 4 through 15 shall survive termination. Existing credits on your account will
be available for use only towards Avjobs products, services or future ads. Should your account be terminated
with a credit balance, your credit will not be refunded. All deposits are non-refundable.
- Confidentiality. Each party agrees not to disclose Confidential Information
of the other party without prior written consent except as provided herein. "Confidential Information" includes
(i) ads, prior to publication, (ii) submissions or modifications relating to any advertising campaign, (iii)
click through rates or other statistics (except in an aggregated form that includes no identifiable information
about you), and (iv) any other information designated in writing as "Confidential." It does not include information
that has become publicly known through no breach by a party, or has been (i) independently developed without
access to the other party's Confidential Information; (ii) rightfully received from a third party; or (iii)
required to be disclosed by law or by a governmental authority.
- No Guarantee. Avjobs makes no guarantee regarding the levels of impressions
or clicks for any ad on its site or those of its Partners. Avjobs may offer the same Target to more than one
advertiser. You may not receive any impressions for your ad(s) if for a given Target there are more advertisers
than available display positions.
- No Warranty. AVJOBS MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR
CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
- Limitations of Liability; Force Majeure. In no event shall Avjobs or
any Partner be liable for any act or omission, or any event directly or indirectly resulting from any act or
omission of Advertiser, Partner, or any third parties (if any). EXCEPT FOR THE PARTIES' INDEMNIFICATION AND
CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR
ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY
OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING
ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) AVJOBS' AGGREGATE LIABILITY TO ADVERTISER UNDER
THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID TO AVJOBS BY ADVERTISER FOR THE AD GIVING RISE TO
THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations
of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
Without limiting the foregoing and except for payment obligations, neither party shall have any liability for
any failure or delay resulting from any condition beyond the reasonable control of such party, including but
not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions,
and power failures.
- Payment. You agree to pay Avjobs an upfront,
non-refundable set up fee in the amount set forth on the registration form. You also agree to pay Avjobs based
on the number of click-through(s) to the specified Web site generated via The Avjobs Ad Network Service. Such
amount shall be determined by multiplying the number of click-through(s) by your Bid Amount for each keyword
and site purchased. You hereby authorize Avjobs to charge your credit card for your pre-determined amount as
pursuant to the terms set forth in connection with The Avjobs Ad Network Service and you agree to pay all such
charges. Avjobs will not rebill or perform scheduled charges to your account. Your advertising with Avjobs is
contingent on a available credit in your Avjobs account. Avjobs will suspend your currently active campaigns
in The Avjobs Ad Network Service if your account balance falls to $0. If your account is reduced to $0 for 90
days or more, Avjobs may terminate your participation in The Avjobs Ad Network Service. If you dispute any charge
made under the Program, you must notify Avjobs in writing within sixty (60) days of any such charge; failure
to so notify Avjobs shall result in the waiver by you of any claim relating to any such disputed charge. Charges
shall be calculated solely based on records maintained by Avjobs. No other measurements or statistics of any
kind shall be accepted by Avjobs or have any effect under this Agreement. All deposits to your Avjobs account
- Representations and Warranties. You represent and warrant that (a)
all of the information provided by you to Avjobs to enroll in the Program is correct and current; (b) you hold
all rights to permit Avjobs and any Partner(s) to use, reproduce, display, transmit and distribute ("Use") your
ad(s); and (c) Avjobs and any Partner(s) Use, your Target(s), and any site(s) linked to, and products or services
to which users are directed, will not, in any state or country where the ad is displayed (i) violate any criminal
laws or third party rights giving rise to civil liability, including but not limited to trademark rights or
rights relating to the performance of music; or (ii) encourage conduct that would violate any criminal or civil
law. You further represent and warrant that any Web site linked to your ad(s) (i) complies with all laws and
regulations in any state or country where the ad is displayed; (ii) does not breach and has not breached any
duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy,
or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) is not
false, misleading, defamatory, libelous, slanderous or threatening.
- Your Obligation to Indemnify. You agree to indemnify, defend and hold
Avjobs, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g.,
all relevant Partner(s), licensors, licensees, consultants and contractors) ("Indemnified Person(s)") harmless
from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement
amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or
which may arise from your use of the Program, your Web site, and/or your breach of any term of this Agreement.
Customer understands and agrees that each Partner, as defined herein, has the right to assert and enforce its
rights under this Section directly on its own behalf as a third party beneficiary.
- Information Rights. Avjobs may retain and use for its own purposes
all information you provide, including but not limited to Targets, URLs, the content of ads, and contact and
billing information. Avjobs may share aggregate (i.e., not personally identifiable) information about you with
advertisers, business partners, including syndication Partners, sponsors, and other third parties. The display
of your ad on Partner Site(s) will provide access to Partner(s) to the content of your ads, including the URL(s),
and any contact or other information that can be obtained through such URL(s), as well as data regarding queries
or clicks on directory categories that may enable such Partner(s) to determine your Targets.
- Miscellaneous. Any decision made by Avjobs under this Agreement shall
be final. Avjobs shall have no liability for any such decision. You will be responsible for all reasonable expenses
(including attorneys' fees) incurred by Avjobs in collecting unpaid amounts under this Agreement. This Agreement
shall be governed by the laws of Colorado, except for its conflicts of laws principles. Any dispute or claim
arising out of or in connection with this Agreement shall be adjudicated in Douglas County, Colorado. This constitutes
the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this
Agreement must be made in a writing executed by both parties. The waiver of any breach or default of this Agreement
will not constitute a waiver of any subsequent breach or default. If any provision herein is held unenforceable,
then such provision will be modified to reflect the parties' intention, and the remaining provisions of this
Agreement will remain in full force and effect. Advertiser may not resell, assign, or transfer any of its rights
hereunder. Any such attempt may result in termination of this Agreement, without liability to Avjobs. The relationship(s)
between Avjobs and the "Partners" is not one of a legal partnership relationship, but is one of independent
contractors. This Agreement shall be construed as if both parties jointly wrote it.
- Code: Avjobs Referral Partner ad codes must be
not be modified from original format without consent from Avjobs. You agree to use the ad code provided for
displaying Creative not more than ONCE per page view. Referral Partner ad codes may be placed in email messages.
Avjobs Referral Partner ad codes may be used on Webpages that contain forums, discussion boards, or chat rooms.
Publisher can not alter, copy, modify, take, sell, reuse, or divulge any Avjobs computer code, except as is
necessary to partake in the Avjobs Ad Network, provided, however, with the prior approval of Avjobs, a Publisher
may, in certain instances, modify The Avjobs Ad Network computer code for purposes of inserting certain pre-approved
language above or below an advertisement served by Avjobs.