GC GROUP ADVERTISING CONTRACT
This Advertising Contract ("Contract") dated 2 August 2009 ("Effective Date") is made between GC Group ("Provider") and The advertising client ("Advertiser").
In consideration of the mutual promises contained in this Contract, Provider and Advertiser hereby agree as follows:
Advertisement Display and Services
The Provider will provide the advertisement(s)/services specified in the Advertisement Pricing Schedule, subject to the restrictions and right to reject and/or cancel pursuant to paragraph Content Restrictions and Right to Reject and Cancel herein.
Payment/Consideration
Advertiser will provide payment to Provider in accordance with the provisions set forth in the Advertisement Pricing Schedule.
Term
Prior to expiry of the term of advertisement, and in accordance with the provisions set forth in the Advertisement Pricing Schedule, the Advertiser may revise the term of advertisement. If the agreed term of advertisement expires, the advertisement will move to an "expired status" meaning that it will not be displayed. It will remain in the Provider's administrative panel for a period of three (3) months from the date of expiration. Advertiser will have an option to renew for a further renewal period of thirty (30) days. In order to effectuate this renewal period, Advertiser must provide written notice to Provider prior to the expiration of the initial term, indicating advertiser's exercise of its option to renew the term of this Contract. During any such renewal term, all terms and conditions of the Contract will remain in full force and effect, including any fees and payments as set forth in Schedule B, referenced herein and attached hereto. If Advertiser wishes to reinstate its advertisement display at any time subsequent to the advertisement moving to an "expired status" during the period of such "expired status", such reinstatement will be subject to approval by Provider and the terms and conditions applicable to such reinstated advertisement may change in accordance with a written addendum to be fully executed by the parties hereto upon such reinstatement. Under no conditions hereto is the Provider bound to retain open space either the same or similar for advertisements that have been moved to an "expired status?.
Advertisement Changes
During the initial term or any subsequent terms of advertisement display, Advertiser may make a request of change of advertisement display to Provider. Upon said request, your advertisement display will move to a status of "Pending" and your advertisement display will remain visible in an unchanged state while administrative approval for said change is sought. Upon administrative approval, your revised advertisement display will appear within twenty-four (24) hours, thereby replacing your original display. If the requested change to advertisement display does not receive administrative approval, notice, along with explanation, will be forwarded to Advertiser within a reasonable period of time and the advertisement display will remain unchanged and as originally submitted.
Public Relations
Provider retains the right to refer to Advertiser as a customer in its website, press releases and marketing collateral. Additionally, Provider retains the right to promote in its website, press releases and marketing collateral, all discounts, specials, or other promotional effects being offered by Advertiser in accordance with the terms and conditions set for the at paragraph (5) herein.
Proprietary Rights
Advertiser agrees that it shall not have, nor will it claim, any right, title, or interest in any advertising content delivered by Provider, (other than Advertiser's own advertising content). Advertiser understands that, Provider grants Advertiser no license to Provider advertising content, the name of Provider as indicated herein, or any other trademark, logos, copyrights, patent, trade secrets, or other intellectual property rights which are owned or controlled by Provider and made available to Advertiser in any manner.
Cooperation
Advertiser will cooperate with any reasonable Provider efforts or initiatives relating to auditing its site, obtaining enhanced demographic information about visitors to Advertiser's site, etc.
Governing Law
This Contract shall be construed and interpreted according to the laws of the United Kingdom. The parties hereby consent to the exclusive jurisdiction of the courts of the United Kingdom. All written notices between the parties shall be deemed to have been given if personally delivered, sent by courier or certified registered or express mail, transmitted by electronic mail via the Internet (with copy sent by registered or certified mail) to the addresses provided.
Provider Advertiser
Unless otherwise provided herein, all notices shall be deemed to have been duly given on (a) the date of receipt (or if delivery is refused, the date of such refusal) if delivered personally, by electronic mail or by courier; or (b) three (3) business days after the date of posting if transmitted by mail.
Waiver/Severability
The waiver by either party of a breach or right under this Contract will not constitute a waiver or any other or subsequent breach or right. If any provision of the Contract is found to be invalid or un-enforceable by a court of competent jurisdiction, such provision shall be covered from the remainder of the Contract, which will remain in full force and effect.
Force Majeure
Provider shall not be in default or otherwise liable for any delay in a failure of its performance under this Contract where such delay or failure of its performance under this Contract arises by reason of an Act of God, or any government, acts of war, the elements, strikes or labour disputes, technology failures or other causes beyond the control of Provider.
Content Restrictions and Right to Reject and Cancel
Advertisements shall not contain or contain links to, content promoting the use of illegal substances; nudity, sex, pornography, or adult-oriented content; expletive or inappropriate language; content promoting illegal activity, racism, hate, "spam", mail fraud, pyramid schemes, or investment opportunities or advice not permitted under law; content that is libelous, defamatory, contrary to public policy or otherwise unlawful or any other content deemed inappropriate by Provider in its sole discretion. Advertiser understands and agrees that a violation of the above restrictions as stated herein may result in the suspension, termination and removal of the active advertisement or any other action deemed necessary in Provider's sole discretion.
Provider reserves the right to reject or cancel any advertisement and/or linkage to an advertiser's site for any reason which Provider believes in good-faith to be detrimental to Provider, its agents, employees and/or assigns, including but not meant to limit, the following: Advertisements which do not meet the specifications stated in the Advertisement Pricing Schedule, fail to conform to applicable laws and regulations, Provider's policies, or the public interest.
If Provider rejects Advertiser's Advertisement or terminates its display, then this Contract shall be terminated, and Provider will return any prepaid advertising fees to Advertiser (in which case refund of those fees shall be Advertiser's sole remedy for the termination of this Contract).
Limitation of Liability
The Provider and Advertiser hereby agree that Provider exercises no control and has no responsibility whatsoever over the content or quality of any advertising material; use of Provider's service is at Advertiser's own risk and this is not a contract for the sale of goods. Except as expressly provided herein, the services are provided "as is" and "as available" and Provider disclaims all warranties of any kind, whether express or implied, for the advertisement services, including but not limited to the implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. Provider shall not be liable for any advertisers whose content appears on its site. Nor the contents of any advertisement, nor shall Provider be liable for any loss, cost, damage, or expense (including legal fees) incurred by Advertiser in connection with an Advertiser's participation in Provider's site.
Advertiser makes no guarantees with respect to the services rendered under this Contract and neither Provider, any of its officers, directors, agents, members or sponsors shall have any liability as a result of Provider's performance of the Contract, including, without limitation, Internet disruption, interrupted service, errors or delays in providing service, levels of use or minimum impressions, loss of data, failure to provide requested subject categories, failure to meet advertiser's requirement, or other injury, damage or disruption to advertiser or advertisers website.
Without limiting the foregoing, Provider's entire liability under, for breach of, arising under, or related to this Contract or the services to be provided hereunder (whether in tort, contract or any other theory), and advertisers sole remedy is for Provider if possible, to provide the services agreed hereunder or refund any amounts prepaid by advertiser related to the services giving rise to such liability. In no event shall Provider be liable for direct, exemplary, special, incidental consequential damages, or costs, including but not limited to, any lost profits or revenues, loss of use or good will, or any third party claims.
Indemnification
Advertiser at its own expense shall indemnify defend and hold Provider and its officers, directors, employees, agents, distributors and licensees harmless from and against any judgment, losses, deficiencies damages, liabilities, costs and expenses (including legal fees) incurred in connection with or arising from any claim, suit, action or proceeding to the extent the basis thereof relates to a breach by advertiser under this Contract or in connection with claims arising out of publication of any content or information published by advertiser hereunder (including without limitation, any claim of trademark or copyright infringement, libel, defamation or breach of confidentiality) or any product or service related to such content or information or any breach of a third party contract.
Independent Contractor
The parties to this Contract are independent contractors neither party is an agent or partner of the other party. Neither party shall have any right, power or authority to enter into any Contract or act on behalf of or incur any obligation or liability of, or to otherwise bind, the other party this Contract 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.
Entire Contract
This Contract sets forth the entire Contract between the parties and supersedes prior proposals, Contracts, and representations between the parties, whether written or oral, regarding the subject matter contained herein. This Contract may be changed only by mutual Contract of the parties in writing. Advertiser may not assign or otherwise transfer any rights or obligations under this Contract without the prior written consent of Provider.