PLEASE READ THESE TERMS AND CONDITIONS BEFORE PURCHASING ADVERTISING ON AWSOM.ORG. PLACING AN ADVERTISING ORDER INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT PURCHASE ADVERTISING FROM AWSOM.ORG.
1. Introduction. These are the Terms and Conditions (”T&Cs”) between You and Onezumi Studios LLC “You” or “Advertiser” means any entity identified in an order form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of these T&Cs.
2. Participation. Orders for advertising on AWSOM.org are subject to Onezumi Studios LLC prior approval and Your continued compliance with the T&Cs. Onezumi Studios LLC reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By ordering advertising on AWSOM.org, You represent that You are at least 18 years of age.
3. Implementation of Ads. Once your order for advertising on AWSOM.org has been received and accepted, your advertisement will be displayed on all pages of AWSOM.org for the period of time requested in your order package.
- 3a. Placement of Ads. Your advertisement will appear in a left or right sidebar location based on the type of ad purchased and will appear under a “Sponsors” heading. Advertisements will be displayed in order of origination, with most recently purchased advertisements appearing below older advertisements. “Top of Post” advertisements will appear at the top of the Index page before the first Post on the page, and also above individual posts on the Single post page view of archive pages. “Footer” advertisements will appear at the bottom of all AWSOM.org pages.
- 3b. Appearance of Ads. Ads purchased on AWSOM.org will appear similar to the demo ad images displayed on the advertising order page. The exact appearance of ads on AWSOM.org may differ from what is presented within the demo ad images. Unless otherwise agreed to by Onezumi Studios LLC, the text of ads purchased on AWSOM.org will have a height of at least 11 pixels as set in the stylesheet for the AWSOM.org web site design, and image ads will be set to appear at the full stated size for their ad location. The actual size of displayed advertising text or images will vary depending on the hardware/software being used to view the advertising.
- 3c. Ad Quantity. Unless set by Onezumi Studios LLC at a later date, there is no limit to the number of advertisements that may run on AWSOM.org at any given time, nor is there a limit to the number of advertisers who may advertise on AWSOM.org at any given time.
4. Parties’ Responsibilities. You are solely responsible for your website(s) (”Site(s)”), including all content and materials, maintenance and operation thereof, and adherence to the terms of these T&Cs. Onezumi Studios LLC reserves the right to investigate, at its own discretion, any activity that may violate these T&Cs. Onezumi Studios LLC is not responsible for anything related to Your Site(s).
5. Termination; Cancellation. Subject to any other agreements You may have with Onezumi Studios LLC, You may cancel your advertising order with or without cause at any time by contacting Onezumi Studios LLC within seven (7) days of when your ad is first published, after which You will be refunded Your advertising order fee minus an administrative fee (five dollars ($5) for Text Ads, Ten Dollars ($10) for Mini Banner, Footer, or Top Of Post ads). Onezumi Studios LLC may at any time, in its sole discretion, terminate your advertisement on AWSOM.org, terminate this Agreement, or suspend or terminate the participation of any Site from advertising on AWSOM.org by refunding Your advertising order fee in full.
6. Confidentiality. You agree not to disclose Onezumi Studios LLC Confidential Information without Onezumi Studios LLC’s prior written consent. “Onezumi Studios LLC Confidential Information” includes without limitation: (a) any communications between Onezumi Studios LLC and You or between You and Onezumi Studios LLC; and (b) any advertising coupon codes communicated to You by Onezumi Studios LLC.
7. No Guarantee. Onezumi Studios LLC makes no guarantee regarding the level of impressions of Ads or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to You under this Agreement.
8. No Warranty. ONEZUMI STUDIOS LLC MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING, LINKS, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. ONEZUMI STUDIOS LLC SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF ANY ADVERTISER ORDERED ADS OR LINKS.
9. Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO ADVERTISING ON AWSOM.ORG, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE 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) AWSOM.ORG’S AGGREGATE LIABILITY TO THE ADVERTISER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY THE ADVERTISER FOR ANY CURRENTLY RUNNING ADVERTISEMENT AS OF THE DATE OF 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.
10. Publicity. You agree that Onezumi Studios LLC may use Your name and logo in presentations, marketing materials, customer lists, financial reports, and web site listings of customers. If You wish to use Onezumi Studios LLC’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (”Brand Features”), You may do so only with the express written permission of Onezumi Studios LLC.
11. Representations and Warranties. You represent and warrant that (a) all of the information provided by You to Onezumi Studios LLC is correct and current; (b) You are the owner of each Site or that You are legally authorized to act on behalf of the owner of such Site(s) for the purposes of this agreement; (c) You have all necessary right, power, and authority to enter into this agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder. You further represent and warrant that each Site and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.
12. Your Obligation to Indemnify. You agree to indemnify, defend and hold Onezumi Studios LLC, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively “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 Onezumi Studios LLC’s advertising venues, the Site(s), and/or Your breach of any term of this agreement.
13. Onezumi Studios LLC Rights. You acknowledge that Onezumi Studios LLC owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to AWSOM.org, and that You will not acquire any right, title, or interest in or to AWSOM.org except as expressly set forth in this agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Onezumi Studios LLC services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to AWSOM.org or proprietary information related thereto. You will not remove, obscure, or alter Onezumi Studios LLC’s copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any Onezumi Studios LLC services, software, or documentation (including without limitation the display of Onezumi Studios LLCâ€™s Brand Features with Ads or Links, as applicable). “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
14. Information Rights. Onezumi Studios LLC may retain and use all information You provide, including but not limited to Site demographics and contact and billing information. You agree that Onezumi Studios LLC may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in Onezumi Studios LLC advertising programs, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. Onezumi Studios LLC may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Onezumi Studios LLC disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. Onezumi Studios LLC may share non-personally-identifiable information about You, including Site URLs, Site-specific statistics and similar information collected by Onezumi Studios LLC, with advertisers, business partners, sponsors, and other third parties.
15. Miscellaneous. This agreement shall be governed by the laws of New Jersey, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this agreement shall be adjudicated in Middlesex County, New Jersey. The parties specifically exclude from application to the agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. This agreement 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, by Your online acceptance of updated terms, or after Your continued participation in the Program after such terms have been updated by Onezumi Studios LLC. The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. 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. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this agreement, without liability to Onezumi Studios LLC. Notwithstanding the foregoing, Onezumi Studios LLC may assign this agreement to any affiliate at any time without notice. The relationship between Onezumi Studios LLC and You is not one of a legal partnership relationship, but is one of independent contractors. These T&Cs are not applicable to advertising placed on AWSOM.org through third-party services such as Google AdSense or Text Link Ads.
July 20, 2007