PLEASE READ THESE TERMS OF USE CAREFULLY.
By clicking on the “I accept” checkbox or by posting an advertisement to this site, you indicate your acceptance and agreement to be bound contractually by this Advertising Agreement.
ADVERTISING AGREEMENT
Effective Date: January 1, 2014
To review material modifications and their effective dates scroll to the bottom of the page.
1. Parties. The parties to this Agreement are you, and the owner of this dogfoodadvisor.com website business, Dog Food Advisor (“DFA”). All references to “we”, “us”, “our”, this “website” or this “site” shall be construed to mean this website business and DFA.
2. Modification. We reserve the right to modify this Agreement at any time, and without prior notice, by posting an amended Agreement that is always accessible through the Agreement link on this site’s home page. You should scroll to the bottom of this page periodically to review material modifications and their effective dates. YOUR CONTINUED USE OF THIS SITE FOLLOWING OUR POSTING OF A MODIFICATION NOTICE OR A NEW AGREEMENT ON THIS SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION OR NEW AGREEMENT.
3. Posting of Advertisements. You agree to post your advertisement using our online template, and you assume sole responsibility for ensuring that the advertisement conforms to our online template and specifications. We reserve the right to modify any advertisement to fit the template and specifications.
4. Accuracy of Advertisements. You agree to review your advertisement(s) from time to time, to maintain your advertisement(s), and to keep them current and accurate regarding products and services listed and your place of business. We reserve the right to delete any advertisements at any time and without notice that have dead links, discontinued products, incorrect addresses, and descriptions that are not accurate, including without limitation, any advertisement for which we have received complaints from our visitors regarding any of the foregoing. In any event, we reserve the right to delete without notice any advertisement that has not been updated in the prior 12 months.
5. Serving of Advertisements. We will undertake commercially reasonable efforts to serve the advertisements as posted, but we cannot guarantee that the advertisement will be served as posted. The positioning of an advertisement within our site is at our sole discretion. We also reserve the right to reject or cancel any advertisement, space reservation or position commitment and any URL link embodied within any advertisement, at any time for any reason. We shall have no liability whatsoever by reason of error in any advertisement. You shall ensure that your collection, use and disclosure of information obtained from our users for advertisements complies with all applicable laws, regulations and privacy policies, including, without limitation, our privacy policy located on the Website. You also acknowledge that information provided by you to us is also subject to the Privacy Policy located on the Website.
6. License Grant. You hereby grants to us a non-exclusive, royalty-free, transferable, worldwide license to reproduce, distribute, create derivative works of, publicly perform, publicly display and digitally perform the advertisement and its constituent parts, including trademarks, service marks, logos or other commercial product or service designations (collectively “Marks”) contained in the advertisement. You also grants to us the limited right to use an image of the advertisement and the your Marks for purposes of its marketing, promotion and in content directories or indexes, and in electronic or printed advertising, publicity, press releases, newsletters and mailings about our website or us. we may make a reasonable number of archival or back-up copies of the advertisement.
7. Your Representations. You represent and warrant that you are solely responsible for any legal liability arising out of or relating to the advertisement and any material to which users can link through the advertisement. You represent and warrant that the advertisement, as provided to us (and the serving of such advertisement by us), and any website to which such advertisement shall link, will: (i) not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) not violate any applicable law, statute, ordinance or regulation, including, without limitation, laws and regulations governing content or export control; (iii) not be or contain material which is defamatory or trade libelous; (iv) not be or contain material which is lewd, pornographic or obscene; (v) not violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) not promote violence or hate speech; or (vii) not contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. Additionally, you represents and warrants that you has the right and authority to enter into this Agreement and grant to us the rights, permissions, privileges and licenses granted herein, without reservation or restriction.
8. Your Indemnifications. You agrees to defend, indemnify and hold harmless us, our affiliates and their respective directors, officers, agents, employees and affiliates for any and all damages, costs, liabilities or expenses (including without limitation reasonable attorneys’ and expert witnesses’ fees) finally awarded to third parties payable by us incurred or arising from any breach of the representations or warranties in this Agreement, any technical damage caused by the advertisement or any portion thereof as provided, any claim arising from the advertisement, your website or the sale or license of your goods or services or any other act, omission or misrepresentation by you. You shall control the defense and settlement, if any, of such action; provided that you shall not settle, offer to settle or admit liability in any action in which it controls the defense if such settlement, offer or admission could impose any liability on us without the written consent of us, which consent shall not be unreasonably withheld. us shall cooperate in the defense of any claim for which you is indemnifying hereunder, at the expense of you.
9. Limitations on Liability; Disclaimer. IN NO EVENT SHALL DOG FOOD ADVISOR BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUE OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THE POSTING OF YOUR ADVERTISEMENTS, USE OF YOUR INFORMATION, OR FOR SERVING OF THE ADVERTISEMENT, EVEN IF DOG FOOD ADVISOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Without limiting the foregoing, us shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind work slowdown or any other condition beyond the reasonable control of us affecting production or delivery in any manner. DOG FOOD ADVISOR PROVIDES IT SERVICES ON THIS SITE “AS-IS”, WITH ALL FAULTS, AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE INCLUDING, WITHOUT LIMITATION, THAT THE DOG FOOD ADVISOR WEBSITE OR ANY THIRD PARTY WEBSITE TO WHICH DOG FOOD ADVISOR SERVES ADVERTISEMENTS WILL OPERATE WITHOUT ERROR OR INTERRUPTIONS.
10. Confidentiality. You agree not to disclose to any third party our pricing and other business terms that are disclosed by us in relation to this Agreement, including, without limitation, information disclosed under the Section entitled “Usage Statistics.” Additionally, you shall not disclose information about our users to any party, nor shall you use or allow any other party to use such user information in any manner that is or could reasonably be expected to be used by or on behalf of any product or service competitive with the us website. This paragraph will survive any cancellation of this Agreement.
11. Arbitration. Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Williamsburg, Virginia, USA, and may be conducted by telephone or online. The arbitrator shall apply the laws of the State of Virginia, USA to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney’s fees and costs up to $1000.00.
12. Jurisdiction And Venue. The courts of James City County in the State of Virginia, USA and the U.S. District Court for the Eastern District of the State of Virginia shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under these Agreement.
13. Controlling Law. This Agreement shall be construed under the laws of the State of Virginia, USA, excluding rules regarding conflicts of law. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
14. Force Majeure. We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.
15. Term and Termination. This Agreement shall commence upon your acceptance as indicated above, and it shall continue until terminated by either of us. We reserve the right to terminate this Agreement at any time and for any reason by email notice to you.
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Material Modifications Since January 1, 2014: none.
