TERMS AND CONDITIONS
This Website Advertising Contract (the “Agreement”) is made and entered into by and between Real e Media Corp., a Texas corporation (“Real e Media”) and the undersigned (the “Merchant”).
RESPONSIBILITIES OF Real e Media
Real e Media Corp. is the owner of the website RealeMedia.com (the “Real e Media Website”). Real e Media agrees to display the Merchant’s advertisement in accordance with the terms and conditions of this Agreement.
RESPONSIBILITIES OF MERCHANT
The Merchant is solely responsible for supplying the advertisement to Real e Media that will be displayed on the Real e Media Website. The Advertisement must meet the specifications described in Section 3 and may include company name, email address, and if available, the website address that links to the Merchant’s website (the “Link”). Real e Media will not provide any custom design services to the Vendor. Real e Media is not obligated to accept any changes to the Advertisement after the Start Date.
ADVERTISEMENT SIZES AND SPECIFICATIONS
The Advertisement must meet the following specifications for an Ad:
Option 1 ad: 6 listings for three (3) months
Option 2 ad: 6 listings for six (6) months
Option 3 ad: 12 listings for three (3) months
Option 4 ad: 12 listings for six (6) months
TERM AND CANCELLATION
This Agreement shall be effective from the date that the Advertisement is displayed on the Real e Media Website (the “Start Date”), and shall continue in effect until 1 (one) year after the Start Date. This Agreement shall renew after one year if mutually agreed upon at least thirty
(30) days prior to the renewal date. This Agreement may be cancelled at any time, provided, however, that if this Agreement is terminated after the Start Date, any advertising fees paid or payable to Real e Media shall not be refunded or waived. Real e Media may terminate this Agreement upon thirty (30) days’ written notice without cause and upon such termination shall refund advertisement fees paid by the Advertiser, prorated for the time in which the Advertisement was displayed on the Real e Media Website.
PAYMENT
Times and number of listings Negotiable
The Merchant must pay the total amount set forth above in full for the entire term of this Agreement immediately upon request. Negotiated options for advertising must be paid upon generation of each individual negotiation. All payments must be in the form of a check payable to “Real e Media Corp.,” cash, or directly via PayPal.
RIGHT TO REFUSE UNACCEPTABLE ADVERTISING
Real e Media reserves the right to refuse any Advertisement that does not completely conform to every detail, instruction, method and guideline. Real e Media will not accept advertising from companies that produce, sell or specifically advertise pornographic products or services or any other advertising, which may be considered inappropriate in the judgment of Real e Media, in its sole discretion. If it is discovered that Vendor has failed to disclose any involvement contrary to the intent of this provision, then this Agreement shall be immediately terminable by Real e Media and any remaining dollar amount representing any unused advertising shall be forfeited.
FEDERAL FAIR HOUSING ACT
All advertising on the Real e Media Website is subject to the Federal Fair Housing Act of 1968, as amended, which makes it illegal to advertise “any preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status or national origin, or an intention to make any such preference, limitation or discrimination.” This Real e Media Website will not knowingly accept any advertisement for real estate, which is in violation of the law. This Agreement shall be considered null and void if it is discovered that Advertiser has violated this law, in Real e Media’s sole determination, and any remaining dollar amount representing any unused advertising shall be forfeited.
TRUTH IN ADVERTISING / INDEMNIFICATION FOR LIABILITY
Vendor is solely responsible for any legal liability arising out of or relating to (1) the Advertisement, and/or (2) any material to which users can link through the Advertisement. Vendor represents and warrants that the Advertisement and Link comply with Real e Media’s advertising standards and specifications; and that it holds the necessary rights to permit the use of the Advertisement and Link by Real e Media for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of the Advertisement will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violation as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity. Vendor agrees to indemnify Real e Media and to hold Real e Media harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by Real e Media, arising out of or related to Merchant’s breach of any of the foregoing representations and warranties.
LIMITATION OF LIABILITY
Real e Media is not responsible or liable for misinformation, typographical errors, omissions, or defects in printing, nor does Real e Media have any liability whatsoever by reason of error which it may be responsible in any Advertisement. Real e Media shall not be liable to the Vendor for any technical malfunction, computer error or loss of data or other injury, damage or disruption to advertisements or web sites or the service.
HOLD HARMLESS
The Merchant agrees to hold Real e Media and/or its assignees harmless for the content of its Advertisement. Merchant further agrees to indemnify Real e Media from any and all claims and/or damages arising from its Advertisement. Furthermore, the Merchant agrees to indemnify and hold harmless the owner(s) of Real e Media against, hold owner harmless from, and pay any and all losses, claims, demands and damages arising out of, or resulting from, the performance of this agreement by Real e Media.
LIMITATION ON DAMAGES: IN NO EVENT WILL Real e Media BE LIABLE OR HELD RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT Real e Media HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
OTHER BUSINESSES AND LINKS
This Web site may contain links to Web sites or be linked to Web sites not under the control of RealeMedia.com. RealeMedia.com does not endorse the companies, products or Web sites that are linked to this Web site. Accordingly, we do not assume any responsibility or liability for the actions, products, or content of these Web sites. If you decide to access any of the third party Web sites linked to this Web site, you do so entirely at your own risk.
PRIVACY
Any collection or use of personally identifiable information collected from you via this Web site is governed by our Private Policy(updated on DATE), which forms a part of these Terms and Conditions of Use.
DISCLAIMERS
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THIS WEB SITE AND THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. REALEMEDIA.COM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THIS WEB SITE OR THE MATERIALS ARE COMPLETELY ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION, ARE COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS, FREE OF VIRUSES, ERRORS, OR OTHER HARMFUL COMPONENTS, OR WILL OTHERWISE MEET YOUR NEEDS.
Computer systems are vulnerable in varying degrees to computer viruses, bugs, power disruptions, communication line disruptions, Internet access failures, Internet content failures, attacks by hackers and other problems (“E-Problems”). We have taken reasonable steps so that E-Problems will not materially affect our business, but do not guarantee that our Web site is immune to E-Problems. It is your responsibility to protect yourself from E-Problems. Steps you may consider taking to mitigate the vulnerability of your computer system to E-Problems include using firewalls, password protection, and anti-virus programs.
GOVERNING LAW, VENUE AND DISPUTE RESOLUTION
These Terms and Conditions of Use shall be interpreted, construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Texas, excluding its choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods. All claims or actions arising out of or related to these Terms and Conditions of Use and your use of this Web site and the Materials shall be settled by final and binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Such arbitration shall be held in Collin County, Texas before one arbitrator selected by mutual agreement of the parties or, absent such agreement, in accordance with the AAA rules. The arbitrator may not award any punitive damages. Any award of the arbitrator may be enforced in any court of competent jurisdiction. NOTWITHSTANDING THE DISPUTE RESOLUTION REQUIREMENTS SET FORTH ABOVE, REALEMEDIA.COM MAY SEEK INJUNCTIVE RELIEF RELATING TO YOUR ACCESS TO, OR USE OF, THIS WEB SITE IN THE STATE AND FEDERAL COURTS LOCATED IN COLLIN COUNTY, TEXAS AND YOU IRREVOCABLY AND UNCONDITIONALLY CONSENT TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS.
ASSIGNMENT
Vendor may not assign this Agreement, in whole or in part, without Real e Media’s consent, which may be withheld for any reason or no reason. Any attempt to assign this Agreement without such consent will be null and void.
ENTIRE AGREEMENT
This Agreement and any and all exhibits and attachments are the complete and entire agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
The representations and warranties in this Agreement shall survive the termination of this Agreement.
SEVERABILITY
In the event that any one or more of the provisions of this Agreement shall be determined to be void or unenforceable by a court of competent jurisdiction, or by law, such determination will not render this Agreement invalid or unenforceable and the remaining provisions hereof shall remain in full force and effect.
COUNTERPARTS
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original.
GENERAL PROVISIONS
These Terms and Conditions of Use, including the Privacy Policy, are the entire agreement between RealeMedia.com and you relating to your use of this Web site. No failure or delay on the part of RealeMedia.com to exercise any right, power or remedy under these Terms and Conditions of Use shall operate as a waiver; nor shall any single or partial exercise by RealeMedia.com of any right, power or remedy under these Terms and Conditions of Use preclude any other or further exercise of any right, power or remedy.
