Introduction
These Terms and Conditions ("Terms") shall be deemed incorporated by reference into any insertion order (the "Insertion Order") submitted by the Advertiser or its agency set forth in the Insertion Order (collectively, "Advertiser") and shall govern the Insertion Order, superseding all terms therein except for those relating to advertisement scheduling and pricing. The Insertion Order and these Terms and Conditions are referred to collectively herein as the "Agreement". "You" or "Advertiser" means the entity and/or any agency acting on its behalf, which shall also be bound by the terms of this Agreement.
Uses
You agree that (i) your ads may be placed on SpiritHit.com web site, (ii) any ads may be modified without your consent to comply with any policy of SpiritHit.com . SpiritHit.com reserves the right to, and in its sole discretion may, at any time review, reject, modify, or remove any ad. No liability of SpiritHit.com and/or its owner(s) shall result from any such decision.
Content
The SpiritHit.com reserves the right to reject or edit any advertising. Advertising will be refused if it is offensive, ambiguous or deceptive, making the product or service unclear or open to misrepresentation; if it advertises illegal organizations or activities; if it maligns identifiable persons, races, religions or professions; if it is not accurate or truthful; or if it is otherwise determined unacceptable by the SpiritHit.com Editor or his/her designee in conjunction with the advertising manager.
Examples of advertising deemed objectionable include, but are not limited to: (i) pornography, (ii) explicit adult content, (iii) moral questionable content, (iv) illegal content of any kind, (v) illegal drugs promotion, (vi) racism, (vii) politics content, (viii) fraudulent suspicious content. If your advertising and/or target web site has any of this content and you purchased an advertising package, you'll not receive refund of any kind but your banners ads impressions will be stored for future use.
Positioning
Except as otherwise expressly provided in the Insertion Order, positioning of advertisements within the Indiainfo.com home page or on any page is at the sole discretion of Indiainfo.com.
Terms of Payment
You agree to pay in advance the cost of the advertising. The SpiritHit.com will not setup any banner ads campaign(s) unless the payment process is complete. The SpiritHit.com may change its pricing at any time without prior notice. If you have an advertising campaign running and/or impressions stored for future use for any mentioned cause and the SpiritHit.com changes its pricing, you'll not need to pay any difference. Your purchased banners fee will remain the same. Charges shall be calculated solely based on records maintained by the SpiritHit.com. No other measurements or statistics of any kind shall be accepted by the SpiritHit.com or have any effect under this Agreement.
Usage Statistics
Unless specified in the Insertion Order, SpiritHit.com makes no guarantees with respect to usage statistics or levels of impressions for any advertisement. Advertiser acknowledges that delivery statistics provided by SpiritHit.com are the official, definitive measurements of SpiritHit.com 's performance on any delivery obligations provided in the Insertion Order. No other measurements or usage statistics (including those of the Advertiser or a third party ad server) will be accepted by SpiritHit.com or have bearing on this Agreement.
Impressions Count
Any hit to SpiritHit.com 's web site is counted as an impression. Due to our advertising price we don't discriminate from users or automated robots. Even if you access to SpiritHit.com 's web site and see your own banner ad it will be counted as a valid impression. Only in the case of SpiritHit.com ’s web site administrator, the impressions will not be counted.
Renewal
Except as expressly set out in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional advertising order will be at SpiritHit.com 's sole discretion. The rates applicable to such renewal period (if any) are subject to change by SpiritHit.com from time to time in its absolute discretion.
No Assignment or Resale of Ad Space
Advertiser may not resell, assign or transfer any of its rights hereunder. Any attempt by Advertiser to resell, assign or transfer such rights shall result in immediate and automatic termination of this Agreement, without liability to SpiritHit.com .
Termination, Cancellation
SpiritHit.com may at any time, in its sole discretion, terminate the Campaign, terminate this Agreement, or cancel any ad(s) or your use of any Target. SpiritHit.com will notify you via email of any such termination or cancellation, which shall be effective immediately. No refund will be made for any reason. Remaining impressions will be stored in a database and you'll be able to request another campaign to complete your inventory. You may cancel any ad and/or terminate this Agreement with or without cause at any time. Termination of your account shall be effective when SpiritHit.com receives your notice via email. No refund will be made for any reason. Remaining impressions will be stored in a database for future uses by you and/or your company.
Confidentiality
Each party agrees not to disclose Confidential Information of the other party without prior written consent except as provided herein. "Confidential Information" includes (i) ads, prior to publication, (ii) submissions or modifications relating to any advertising campaign, (iii) click through rates or other statistics (except in an aggregated form that includes no identifiable information about you), and (iv) any other information designated in writing as "Confidential." It does not include information that has become publicly known through no breach by a party, or has been (i) independently developed without access to the other party\'s Confidential Information; (ii) rightfully received from a third party; or (iii) required to be disclosed by law or by a governmental authority.
No Guarantee: SpiritHit.com makes no guarantee regarding the levels of clicks for any ad on its site. SpiritHit.com may offer the same Target to more than one advertiser. You may not receive exclusivity unless special private contract between SpiritHit.com and you.
No Warranty
SpiritHit.com makes no warranty, express or implied, including without limitation with respect to advertising and other services, and expressly disclaims the warranties or conditions of no infringement, merchantability and fitness for any particular purpose.
Limitations of Liability
In no event shall SpiritHit.com be liable for any act or omission, or any event directly or indirectly resulting from any act or omission of Advertiser, Partner, or any third parties (if any). EXCEPT FOR THE PARTIES' INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER 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) SPIRITHIT.COM AGGREGATE LIABILITY TO ADVERTISER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID TO SPIRITHIT.COM BY ADVERTISER FOR THE AD GIVING RISE TO 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.
Representations and Warranties
You represent and warrant that (a) all of the information provided by you to SpiritHit.com to enroll in the Advertising Campaign is correct and current; (b) you hold all rights to permit SpiritHit.com and any Partner(s) to use, reproduce, display, transmit and distribute your ad(s); and (c) SpiritHit.com and any Partner(s) Use, your Target(s), and any site(s) linked to, and products or services to which users are directed, will not, in any state or country where the ad is displayed (i) violate any criminal laws or third party rights giving rise to civil liability, including but not limited to trademark rights or rights relating to the performance of music; or (ii) encourage conduct that would violate any criminal or civil law. You further represent and warrant that any Web site linked to your ad(s) (i) complies with all laws and regulations in any state or country where the ad is displayed; (ii) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) is not false, misleading, defamatory, libelous, slanderous or threatening.
Your Obligation to Indemnify
You agree to indemnify, defend and hold SpiritHit.com, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., all relevant Partner(s), licensors, licensees, consultants and contractors) ("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 the Advertising Program, your Web site, and/or your breach of any term of this Agreement. Customer understands and agrees that each Partner, as defined herein, has the right to assert and enforce its rights under this Section directly on its own behalf as a third party beneficiary.
Information Rights
SpiritHit.com may retain and use for its own purposes all information you provide, including but not limited to Targets, URLs, the content of ads, and contact and billing information. SpiritHit.com will not sell your information. Your name, web site\'s URL and related graphics shall be used by SpiritHit.com in its own web site at any time as a sample to the public, even if your Advertising Campaign has been finished.
Miscellaneous
This Agreement constitutes the entire agreement between SpiritHit.com and you with respect to the subject matter contained in this agreement and supersedes all previous and contemporaneous agreements, proposals and communications, written oral. You also may be subject to additional terms and conditions that may apply when you use the products or services of a third party that are provided through the Site. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
These Terms and Conditions may only be modified in writing and are not modified by any Purchase Order. If any provision of this Agreement is invalid under any applicable statute or rule of law, it shall be replaced with a valid provision that most nearly effects the parties' intent in entering into this Agreement and the remaining provisions of this Agreement shall in no way be affected or impaired. The relationship between the parties hereto shall be that of independent contractors. The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.
