1. Definitions
1.1 The following words and expressions shall have the following meanings unless the context otherwise requires:
"EEC Web site" means Earth's Endangered Creatures web site where the Advertisements will be displayed;
"Advertisement" means any graphic, hyperlink, text link provided by the Advertiser to be displayed on pages of the EEC web site;
"Advertiser" means a company or any person, partnership or company and/or its agent placing an Advertisement on the EEC Web Site;
"Advertisement Acceptance Form" means confirmation by the Company in writing (by post, fax, or email) that the Advertisement has been accepted and approved to be displayed;
"Advertisement Fee" means the amount paid by the Advertiser to cover the cost per daily unique impression;
"Daily Unique Impressions" means the amount of unique impressions that the Advertisement was displayed within the entire 24-hour day. Each visitor to the site can view the same banner several times in one day, but a daily unique impression is only counted once.
"Advertising Space" means advertising space available on the EEC web site booked by the Advertiser pursuant to these Terms;
"Advertisement Specifications" means the specification for Advertisements;
"Contract" means any agreement for the sale and purchase of Advertising Space which is entered into between the Company and the Advertiser;
"Notice of Cancellation" means the notice from the Advertiser either in writing to moc.deregnadneshtrae@esitrevda or informing the Company that the Advertiser wishes to cancel the Contract;
"Site" means www.earthsendangered.com;
"Terms" means these terms and conditions and the terms of the Privacy Policy and the Site Terms and Conditions of Use;
"Working Day" means each business day, excluding Saturdays and Sundays and public holidays.
1.2 In these Terms
1.2.1 words in the singular include the plural meaning and words in the plural include the singular meaning; use of any gender includes the other genders;
1.2.2 headings are for reference only and do not affect the meaning or interpretation of these Terms;
1.2.3 references to any act, regulation, code of practice or statutory order shall be interpreted so as to include any change, re-enactment or extension of the act, regulation, code of practice or statutory order; and
1.2.4 any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organizations, governments, states, foundations and trusts (in each case whether or not having separate legal personality).
2. Basis of Contract
2.1 These Terms shall apply to the sale by the Company of all Advertising Space purchased by the Advertiser via email, telephone, post, or fax and these Terms shall govern each Contract to the exclusion of any other terms and conditions introduced or submitted by the Advertiser.
2.2 When an Advertiser places a booking for Advertising Space in the Company's web site over the telephone or sending a booking form by post or by fax this will constitute an offer.
2.3 Acceptance of a booking and the completion of the Contract shall take place on the date of the Company's Advertisement Acceptance Form. The Advertiser receives a "balance" based on the Advertisement Fee established in the invoice and according to advertisement rates at the time the invoice is created. Daily Unique Impressions decrease the Advertiser's balance. The Contract ends when the balance reaches $0.
3. Acceptance of Advertisement
3.1 Advertisements are subject to the following conditions:
3.1.1 the Advertisement must approved by the Company before it becomes active and is displayed on the site, and the Advertiser shall supply the Advertisement in such forms as the Company shall specify in the Advertisement Specifications. The company reserves the right to reject the Advertisement due to content deemed to be inappropriate.
3.1.2 approval of Advertisement shall not in any way prejudice the Company's right to reject the Advertising Copy; and
3.1.3 advertising Space being available.
3.2 The Company has at its absolute discretion the right to omit, suspend or change the position of any Advertisement accepted including but not limited to the following reasons:
3.2.1 to comply with legal or moral obligations placed on the Company or any Advertiser; and
3.2.2 to avoid infringing third party's rights.
3.3 If the Company decides that the Advertisement is inappropriate, the Company will notify the Advertiser in writing who must supply an alternative copy. Otherwise the Advertisement will be disabled.
3.4 The Company may make any additions to, changes in or deletions from any Advertisement required by any competent authority, provided that the Company shall inform the Advertiser prior to making any addition, change or deletion, where reasonably practicable.
3.5 In the event that the Advertisement does not comply with the Advertisement Specification the Company shall be permitted to either reject or change the Advertisement to comply with the Advertising Specification. Such changes may include (but are not limited to) reformatting, cropping, resizing and editing.
3.6 In the event that the Company fails to publish any Advertisement in accordance with clause 3.2, 3.3, 3.4, and 3.5, the Company shall not incur any liability to the Advertiser for any damage or loss in respect of non-publication. The Advertiser is free to use the remaining balance at anytime for any Advertisement submitted and approved by the Company.
3.7 It is the responsibility of the Advertiser to check that the Advertisement is correct. Without prejudice to clause 3.2, the Company accepts no liability for any error in the Advertisement, or in the case of multiple Advertisements the repetition of an error unless notified to the Company immediately at the point at which the error occurs.
4. Advertisement Content and Advertisement Warranties
4.1 The Advertiser warrants that:
4.1.1 it has the full power and authority to enter into and perform these terms;
4.1.2 it complies with all applicable laws, rules and regulations and any industry codes or rules (by which the Advertiser or the Company may be bound) that are in force at the time the Advertisement is to be inserted;
4.1.3 the Advertisement does not contain any material that shall breach any contract or infringe or violate any copyright, trademark or any other personal or proprietary right of any person or render the Company liable to any claims or proceedings whatsoever;
4.1.4 in respect of any Advertisement submitted which contains the name or pictorial representation (photographic or otherwise) of any living person and / or any part of any living person and / or copy by which any living person is or can be identified, the Advertiser has obtained any authority of such living person to make use of such name, representation and / or copy;
4.1.5 the Advertisement submitted is not obscene or libelous;
4.1.6 the Advertisement and any information submitted must be legal, decent, honest and truthful and comply with all relevant laws;
4.2 The Advertiser agrees to indemnify the Company and keep it indemnified against all claims, costs, proceedings, demands, losses, damages or expenses whatsoever arising directly or indirectly as a result of any breach or non-performance of any of the representations, warranties or other terms herein contained or implied by law.
5. Payment
5.1 The Company will invoice the Advertiser for the agreed Advertisement Fees following the Company's Advertisement Acceptance Form.
5.2 Subject to clause 5.3 below, the Advertisement Fees to be paid by the Advertiser is the rate displayed in the invoice provided at the time when the booking is received by the Company subject to any discounts agreed in writing by the Company. The Company reserves the right to change the Advertising Rate at anytime without notice.
5.3 In the event that the Company discovers an error in the price of the Advertising Space booked by the Advertiser, the Company shall notify the Advertiser as soon as possible providing the Advertiser the option of either reconfirming the booking at the correct price or cancelling the booking. If the Company is unable to contact the Advertiser for the purposes of this clause 5.3, the booking shall be deemed cancelled and where the Advertiser has already made payment for the Advertising Space this shall be refunded in full.
6. Contract Cancellation
6.1 The Advertiser is free to cancel at anytime the Advertisement Fee which will result in the remaining balance being refunded to the Advertiser. Cancellations are subject to a 50 % cancellation fee.
7. Indemnity and Liability
7.1 Nothing in these Terms excludes or limits the liability of the Company for death or personal injury caused by the negligence of the Company or any other liability which may not otherwise be limited or excluded under applicable law.
7.2 Subject to clauses 7.1 and notwithstanding this clause 7, the Company's aggregate liability (whether in contract, tort or otherwise) for loss or damage shall in any event be limited to a sum equal to the amount paid or payable by the Advertiser for the Advertising Space in respect of one incident or series of incidents attributable to the same clause.
7.3 Subject to clause 7.2 above, the Company shall not be liable in contract, tort (including limitation negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise out of or in connection with the Terms for any:
7.3.1 economic losses (including without limitation loss of revenues, data, profits, contracts, business or anticipated savings); or
7.3.2 loss of goodwill or reputation; or
7.3.3 special or indirect losses
suffered or incurred by that party arising out of or in connection with the provision of any matter under these Terms.
7.4 The Advertiser shall indemnify the Company against any claim, cost, loss, damage and/or expense that the Company may incur as a direct or indirect consequence of the Company publishing the Advertisement in accordance with the instructions of the Advertiser.
8. Copyright
The Advertiser hereby grants to the Company a worldwide license to reproduce, display and copy the Advertisement on the EEC web site.
9. Miscellaneous Provisions
9.1 This Contract shall be governed by the laws of the State of Michigan and any dispute will be resolved exclusively in the courts of the State of Michigan.
9.2 The Company shall be under no liability for any delay or failure to deliver Advertising Space or otherwise perform any obligation as specified in these Terms if the same is wholly or partly caused whether directly or indirectly by circumstances beyond its reasonable control.
9.3 If any portion of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity or enforceability of the other sections of these Terms shall not be affected.
9.4 No delay or failure by the Company to exercise any powers, rights or remedies under these Terms will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing and signed by an authorized representative of the Company.
9.5 These Terms including the documents or other sources referred to in these terms and conditions supersede all prior representations undertakings and agreements between the Advertiser and the Company relating to the use of this Site (including the booking of Advertising Space) and sets forth the entire agreement and understanding between the Advertiser and the Company.