Advertising on CNS: Terms and Conditions
THIS AGREEMENT (the “Agreement”) is hereby entered into between Cayman News Service Ltd (“CNS”) and Company Legal Name (“the Advertiser”) on the following terms and conditions:
- General Undertaking. CNS operates a number of sites on the World Wide Web (the “Host Sites”) which are configured to support internet advertisements. The Advertiser can purchase space on the Host Sites to display banners (“the Advertisement”), and a hypertext pointer or “hotlink” which transports visitors from the Host Sites to the Advertiser’s website. The Advertiser wishes to commission CNS to run its Advertisement on one or more of the Host Sites during the Term and at the price stated at the time of the purchase (“Prices & Payment”).
- Submission of Advertisement. The Advertiser will submit its Advertisement to CNS according to the Advertising Submission Specifications (available upon request) or will commission CNS to prepare the Advertisement for a fee. CNS may, in its sole judgment, reject any Advertisement which is not in proper format, or links to any website which CNS considers unsuitable for linking to the Host Sites. If CNS rejects Advertiser’s Advertisement and the Advertiser is unable or unwilling to comply with submission guidelines, then this Agreement shall be deemed terminated and Advertiser’s sole remedy shall be to obtain a refund of any prepaid advertising fees.
- Prices & Payment. The Advertiser agrees to the Fee as stated above upon receipt of invoice. Services may be suspended or terminated on one (1) day’s notice if Advertiser fails to pay any amount when due. Any fraudulent payment shall be subject to costs of collection, including reasonable legal fees.
- Operational Matters. CNS reserves the right in its sole discretion to determine all matters concerning the configuration of hardware, software, telecommunications, system components, advertising categories, positioning of Advertisement, and other administrative or operational issues for the Host Sites as it deems necessary or helpful in the normal course of business.
- Proprietary Rights. Each party owns its respective website and all material and content contained in it. Nothing herein grants the other party any right, title or licence in a party’s intellectual property rights, except only that the Advertiser grants CNS the limited, nonexclusive licence to set up and display the Advertisement (including any trademarks and servicemarks included with it) on the Host Sites during the Term of this Agreement. Upon termination, CNS shall deactivate the Advertiser’s Advertisement. Nothing herein grants the Advertiser any right to publish or use any trademark, servicemark, logo or name of CNS in any advertisement, sales promotion or press release without CNS’s prior written consent. Nothing herein imposes any confidentiality restriction on either party.
- Force Majeure. CNS is excused from any failure or delay in performance of responsibilities otherwise imposed by this Agreement for any cause beyond its reasonable control. Such causes include, without limitation, fires, floods, storms, earthquakes, disruption of telecommunications, transportation, utilities or necessary supplies, governmental action, computer viruses and incompatible or defective equipment, software or services not supplied by CNS. Nothing herein enlarges any warranty or diminishes any disclaimer provided in Section 9 (“Warranties”).
- Regulation of Certain Content. CNS is a mere distributor and is relying on the Advertiser to prescreen or editorially control the content of the Advertisement and the Advertiser’s website. CNS reserves the right to request the removal of information in the Advertisement or Advertiser’s website brought to its attention which it deems detrimental to CNS or any person. The Advertiser agrees not to include in the Advertisement or its website any material which violates or infringes the rights of any person or which a reasonable person would consider abusive, profane or offensive, which is defamatory or harassing, or which violates or encourages others to violate any applicable law. Advertiser will not disseminate so-called “chain letters,” pornographic or obscene movies or graphic images. To protect itself, CNS may without liability actively cooperate with and furnish identifying and supporting information to any person likely to be harmed by Advertiser’s violation of these provisions and to any law enforcement agency serving a warrant or subpoena on CNS.
- Warranties. The following provisions are subject to Section 9 (“Limitation of Liabilities”). (a)Noninfringement Warranty. The Advertiser warrants that its Advertisement and any technology, information or material distributed through its website will not infringe or misappropriate any copyright, trademark, patent, trade secrets or privacy rights of any third persons, or otherwise violate this Agreement or any applicable law. Advertiser will defend, indemnify and hold CNS harmless from all liability and expense (including attorney fees) arising from any claim to the contrary. (b) Disclaimer. All services, technology or other deliverables are supplied by CNS strictly on an “as is” and “as available” basis without any express or implied warranty, guarantee or other assurance of quality, conformity with specifications, reliability or functionality. Advertiser accepts all risk concerning suitability, use, performance or non-performance. CNS makes no warranty, express or implied, and disclaims all implied warranties of merchantability, title, accuracy, integration and fitness for a particular purpose.
- Limitation of Liabilities. The following provisions are a material condition of this Agreement and reflect a fair allocation of risk: (a) Remedies. The Advertiser agrees that if CNS violates any provision of this Agreement and CNS determines that repair or other corrective action is not economically or technically feasible, the Advertiser’s sole and exclusive remedy will be to obtain a refund of amounts paid by Advertiser to CNS for the allegedly defective services. (b)Liabilities. CNS is not liable for any amount exceeding the advertising fees paid by the Advertiser for any event giving rise to any claim. In no event shall CNS be liable, whether in contract, tort (including negligence) or otherwise, for any indirect, incidental or consequential damages (including lost savings or profit, lost data, business interruption or attorneys fees) even if notified in advance of such possibility.
- Term & Termination. (a) Term. This Agreement shall commence on the date CNS accepts the Advertisement under Section 1 (“General Undertaking”). Unless terminated earlier under Subsection (b) (“Termination”), the term of the Advertisement placement and this Agreement shall continue on for the specified time or until it is terminated by either party. In addition, CNS reserves the right to suspend or terminate the Advertisement at any time without cause and “for convenience,” subject to a timely refund of any unearned Advertising Fees prepaid by Advertiser. (b) Termination. The Advertiser may suspend or terminate this Agreement for any reason. Notice of termination shall be given within each month’s billing period. The Agreement shall also be terminated if either party materially breaches any provision and fails within one (1) day of written notice to correct such default or commence corrective action reasonably acceptable to the aggrieved party and proceed with due diligence to correction. Termination shall have no effect on the parties’ rights and obligations under Section 5 (“Proprietary Rights”), Section 8 (“Warranties”), Section 9 (“Limitation of Liabilities”).
- Independent Contractors. Each party and its people are independent contractors in relation to the other party with respect to all matters arising under this Agreement. Nothing herein establishes a partnership, joint venture, association or employment relationship between the parties or any exclusive course of dealing.
In agreeing with these Terms and Conditions, you affirm that you are a duly authorised representatives of the Advertiser.