Introduction: This Agreement between you and MadCool Network consists
of these Terms and Conditions. "You" or "Advertiser"
means the entity identified in this enrollment form,
and/or any agency acting on its behalf, which shall
also be bound by the terms of this Agreement. Please
read very carefully these Terms and Conditions.
Uses: You agree that your ads placed on any MadCool
Network's web sites may be modified without your consent
to comply with any policy of MadCool Network. MadCool
Network reserves the right to, and in its sole discretion
may, at any time review, reject, modify, or remove any
ad. No liability of MadCool Network and/or its owner(s)
shall result from any such decision.
Parties' Responsibilities:
You are responsible of your own site and/or service
advertised in MadCool Network's web sites. You are solely
responsible for the advertising image creation, advertising
text and for the content of your ads, including URL
links. MadCool Network is not responsible for anything
regarding your Web site(s) including, but not limited
to, maintenance of your Web site(s), order entry, customer
service, payment processing, shipping, cancellations
or returns.
Impressions Count: Any hit to MadCool Network's
web sites is counted as an impression. Due to our advertising
prices, we don't discriminate from users or automated
robots. Even if you access to MadCool Network's web
site and see your own banner ad it will be counted as
a valid impression. Only in the case of MadCool Network's
web site administrator, the impressions will not be
counted.
Termination, Cancellation: MadCool
Network 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. MadCool Network 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 MadCool Network 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.
Content: MadCool Network web site doesn't accepts
advertising that contains: (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) religious
content, and/or (ix) 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.
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) clickthrough 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: MadCool Network
makes no guarantee regarding the levels of clicks for
any ad on its site. MadCool Network may offer the same
Target to more than one advertiser. You may not receive
exclusivity unless special private contract between
MadCool Network and you.
No Warranty: MadCool Network MAKES NO WARRANTY,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH
RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY
DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
Limitations of Liability: In no event shall MadCool
Network 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) MadCool Network'S
AGGREGATE LIABILITY TO ADVERTISER UNDER THIS AGREEMENT
FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID TO MadCool
Network 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.
Payment: You agree to pay in advance the cost
of the advertising. MadCool Network will not setup any
banner ads campaign(s) unless the payment process is
complete. MadCool Network 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 MadCool Network 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 MadCool Network. No other measurements or statistics
of any kind shall be accepted by MadCool Network or
have any effect under this Agreement.
Representations and Warranties: You represent
and warrant that (a) all of the information provided
by you to MadCool Network to enroll in the Advertising
Campaign is correct and current; (b) you hold all rights
to permit MadCool Network and any Partner(s) to use,
reproduce, display, transmit and distribute your ad(s);
and (c) MadCool Network's 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 MadCool Network,
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: MadCool Network
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.
MadCool Network may share this information about you
with business partners and/or sponsors. MadCool Network
will not sell your information. Your name, web site's
URL and related graphics shall be used by MadCool Network
in its own web site at any time as a sample to the public,
even if your Advertising Campaign has been finished.
Miscellaneous: Any decision made
by MadCool Network under this Agreement shall be final.
MadCool Network shall have no liability for any such
decision. You will be responsible for all reasonable
expenses (including attorneys' fees) incurred by MadCool
Network in collecting unpaid amounts under this Agreement.
This Agreement shall be governed by the laws of Venezuela.
Any dispute or claim arising out of or in connection
with this Agreement shall be adjudicated in San Cristóbal,
Venezuela. This constitutes the entire agreement between
the parties with respect to the subject matter hereof.
Advertiser may not resell, assign, or transfer any of
its rights hereunder. Any such attempt may result in
termination of this Agreement, without liability to
MadCool Network and without any refund. The relationship(s)
between MadCool Network and the "Partners"
is not one of a legal partnership relationship, but
is one of independent contractors. This Agreement shall
be construed as if both parties jointly wrote it.
