Terms & Conditions
Party Jump USA, LLC Advertising Contract
Terms and Conditions
- PAYMENT FOR ADVERTISMENT.
- CUSTOMER'S GENERAL WARRANTIES AND OBLIGATIONS, INCLUDING INDEMNIFICATION.
- INTELLECTUAL PROPERTY.
- LIMITS OF LIABILITY.
1. CONTRACT. This Party Jump USA Advertising Contract (the “Contract”) is between Advertiser and Customer, as those terms are defined herein. This Contract consists of these Terms and Conditions (the “Ts&Cs”), as modified from time to time by Advertiser in the manner provided herein.
2. DEFINITIONS. “Advertiser” means Party Jump USA, LLC, which provides web-based directory advertisement for customers through its website. “Advertising” means the company profile listing or banner advertisement in the Party Jump USA web-based directory; “Cancel Date” means the date by which customer cancels account or fails to pay its subscription fees; “Customer” means the business, person or other legal entity who is submitting for advertising, along with its owners and successors; “Directory” means the Party Jump USA web-based directory as specified in the order; “Initial Day” means the effective date of the Contract, subsequent agreement of Contract and payment of Advertising fees; “Renewal Day” is the date at which this Contract automatically renews. It is the same day in subsequent months of the Initial Day; “Subscription Fees” means the advertising cost of being listed in the directory for a month-to-month, 6 month, or 12 month term; “Subscription Month(s)” means the month or months customer has paid for in advance for advertising in the directory. “Term” means a month-to-month, 6 month, or 12 month term for Advertising.
3. TERM. (a) INITIAL DAY. This Contract is effective as of the date Customer agrees to the Ts&Cs and pays Subscription Fees for advertisement; provided, however, that effectiveness remains subject to acceptance/rejection by Advertiser as described herein. (b) AUTOMATIC RENEWAL. IT IS CUSTOMER’S INTENTION IN ENTERING INTO THIS CONTRACT THAT THE ADVERTISING BE PLACED IN THE DIRECTORY SPECIFIED DURING THE INITIAL TERM AND SUBSEQUENT TERMS, UNTIL CANCELED BY CUSTOMER OR ADVERTISER, OR SUPERSEDED BY A SUBSEQUENT CONTRACT. WITH RESPECT TO EACH TERM, THIS CONTRACT SHALL AUTOMATICALLY RENEW WITH THE SAME TERM, UNLESS CANCELLED IN THE APPLICABLE MANNER PROVIDED HEREIN. Unless this Contract is properly cancelled or otherwise terminated hereunder, and if Advertiser elects to fulfill Advertising, Customer hereby agrees to pay for such Advertising for each Subscription Month and subsequent months at Advertiser’s then standard rates during such billing cycle for the applicable Advertising, which standard rates may be higher than the rates set forth on the Order. (c) CANCELLATION/RENEWAL DAY. Customer has the right to cancel at any time without any penalty or fees for doing so. Customer must cancel Contract online through it’s PayPal subscription or by a written letter sent to the Party Jump USA main office using certified mail. Cancellation of a subsequent month must be done before the Renewal Day; otherwise, Customer is responsible for paying Subscription Fees for that subsequent month. Refunds or discounts will not be given for cancellations or terminations of Contract before the Subscription Month has finished. The Renewal Day is the same day in subsequent Terms of the Initial Day that Customer enters into Contract. Customer is responsible for paying Subscription Fees for subsequent Terms before the Renewal Day; otherwise, Contract may be canceled or terminated and the Advertising may be offered to a different Customer. Advertiser may cancel and/or reject this Contract, in whole or in part, at any time and for any reason or no reason as determined by Publisher in its sole and absolute discretion, and in such event, this Contract will remain effective as to any Advertising not canceled or rejected. Voluntary suspension of billing activity by Advertiser with respect to all or any portion of an Advertising shall not, absent definitive documentation to the contrary, constitute cancellation or rejection of this Contract and Advertiser shall retain the right to enforce the remainder of any applicable Initial and/or Renewal Term and to resume billing when and as it deems appropriate in connection therewith. Cancellation shall immediately extinguish any preference Customer may claim.ï¿½
4. PAYMENT FOR ADVERTISMENT. (a) The full amount of Subscription Fees is required before Contract becomes valid and active in the Directory. Payments are to be made through the PayPal online subscription process, and payments are to be made to Party Jump USA (email@example.com). For the Subscription Term, Customer is responsible for paying Subscription Fees to Advertiser during the Renewal Day in every subsequent Term, being month-to-month, 6 month, or 12 month, depending on what the past Subscription Term was. Advertiser bills on a monthly, 6 month, or 12 month basis depending on what the Subscription Term is for the Advertising. (b) Upon Customer’s failure to pay any invoiced amount when due, Advertiser may accelerate the billing and collection of all remaining charges for all Advertising, without further notice to Customer, including charges that are separately billed and not past due. Customer agrees to pay any attorneys’ fees and costs that Advertiser or its agents incur in collecting any unpaid amounts. Advertiser may also remove any Advertising, in whole or in part if payment is not received by the due date. (c) COLLECTION FOR DELINQUENT FEES. If Customer fails to make payments as specified herein, Customer agrees to pay reasonable attorney fees and other legal expenses associated with collection of Customer’s account(s), and to pay Advertiser reasonable collection costs associated with collection of the amount(s) due. (d) ADVERTISE OBLIGATIONS. If for any reason Advertiser or the Directory become inactive or no longer exist, Customer becomes dissolved from any obligations to pay any active Subscriptions Terms or future Subscription Terms to Advertiser. Advertiser agrees that the obligation for Customer to pay for Advertising is dependant on the Directory being active. If for any reason the Directory becomes inactive for a short period of time due to Advertiser, than Advertiser will be obligated to refund advertising costs for that period to Customer. However, Customer agrees that any occurrences or events caused by any other source that is not Advertisers fault, which causes Directory to become inactive, will not constitute obligation on the part of Advertiser to refund Customer.
5. CUSTOMER’S GENERAL WARRANTIES AND OBLIGATIONS, INCLUDING INDEMNIFICATION. (a) Customer expressly represents and warrants: (i) that Customer is authorized to advertise and display the requested business, product or service, (ii) that Customer is a business, not a consumer, (iii) that the content of any advertisement is truthful and not misleading and complies with all applicable laws and licensing requirements, (iv) that Customer itself is in compliance with all laws and licensing requirements relating in any manner to the goods or services displayed or to Customer’s advertisement, (v) that Customer is authorized to be and is engaged in the business of providing the products and/or services during the entire life of the Advertising, or until an expiration date stated in the Advertising, whichever comes first. (b) As to advertising created by Advertiser for Customer, Customer is responsible to review said advertising and confirm that it is accurate, that Customer has the right to use and publish any name, address, trade name, trademark, service mark, picture, likeness, logo, reproduction, endorsement, copyrighted or copyrightable item or other content as included in such advertising. (c) Without limiting any of Advertiser’s other rights or remedies, Customer agrees to notify Advertiser immediately in writing at any time that Customer discovers or suspects that any of these representations is not true and correct in all respects. (d) CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS ADVERTISER, ITS PARENT(S), AFFILIATES AND DISTRIBUTION SITES, AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, AGAINST ALL CLAIMS, ACTIONS, LOSSES, EXPENSES, DAMAGES, COSTS AND/OR LIABILITIES, INCLUDING ATTORNEY FEES AND OTHER EXPENSES INCURRED IN THE DEFENSE OF ANY CLAIMS, ARISING FROM THIS CONTRACT, INCLUDING WITHOUT LIMITATION BREACHES OF ANY REPRESENTATION AND WARRANTY MADE HEREIN, AND/OR CUSTOMER’S ADVERTISING AND/OR REQUESTS FOR ADVERTISING SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS, SUITS OR PROCEEDINGS FOR DEFAMATION OR LIBEL, VIOLATION OF RIGHT OF PRIVACY OR PUBLICITY, CRIMINAL INVESTIGATIONS, INFRINGEMENT OF INTELLECTUAL PROPERTY, FALSE OR DECEPTIVE ADVERTISING OR SALES PRACTICES AND ANY VIRUS, CONTAMINATING OR DESTRUCTIVE FEATURES, CLAIMS THAT THE ADVERTISING INFRINGES ON A THIRD PARTY’S TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, CONTAINS MISREPRESENTATIONS, AS WELL AS ANY CLAIMS THAT THE ADVERTISING DOES NOT OTHERWISE COMPLY WITH ANY APPLICABLE LEGAL REQUIREMENT OR OBLIGATION, WHETHER DIRECTLY APPLICABLE TO CUSTOMER OR OTHERWISE. (e) CUSTOMER’S OBLIGATIONS UNDER THIS SECTION 5 SHALL SURVIVE THE TERMINATION OR CANCELLATION OF THIS CONTRACT.
6. INTELLECTUAL PROPERTY. (a) Customer warrants and represents that it has the right to use, publish, reproduce, distribute, display publicly, promote, perform, resize, rearrange, modify and create derivate works of any artwork provided by Customer or on Customer’s behalf for publication/fulfillment in Advertising in the Directory. (b) If Advertiser receives notice that another person or entity contests Customer’s right to use or display a logo, name, trademark, service mark or other content including the Advertising, Advertiser may terminate this Contract in its entirety and/or reject, cancel, discontinue or suspend the Advertising, without liability, until such time as Customer has resolved the dispute with the other party to Advertiser’s satisfaction. Suspension of this contract or and Advertising shall not relieve Customer from obligation to continue to make payments as invoiced and a rejection, cancellation or discontinuance of a portion of the Contract or Advertising shall not relieve Customer of the obligation to continue payment with respect to the remainder hereof. (c) At any time that a Customer has reason to believe that its right and authority to use any advertising content is terminated or otherwise changes or any proceeding contesting that right is threatened or begun, Customer will immediately provide detailed written notice to Advertiser, to the Advertisers main office address. Receipt of such notice shall not, by itself, create any obligation on the part of Advertiser and shall not limit or affect any of Advertiser’s other rights or remedies. (d) Customer is solely responsible for the protection and/or enforcement of any copyrights, trademarks, service marks, trade names and other intellectual property owned or claimed, wholly or in part, by Customer or which Customer is authorized to use or display. (e) CUSTOMER’S OBLIGATOINS UNDER THIS SECTION 6 SHALL SURVIVE THE TERMINATION OR CANCELLATION OF THIS CONTRACT.
7. DISCLAIMERS/ACKNOWLEDGEMENTS. (a) GENERAL DISCLAIMER. PUBLISHERMAKES NO WARRANTY OF PERFORMANCE TO CUSTOMER AND, IN FACT, DISCLAIMS ANY SUCH WARRANTY. CUSTOMER REPRESENTS THAT CUSTOMER HAS NOT RELIED UPON ANY SUCH WARRANTY AND ASSUMES ALL RISKS CONCERNING THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF THE ADVERTISING. EXCEPT AS EXPRESSLY AGREED TO BY THE PARTIES AS PART OF THIS CONTRACT, NEITHER ADVERTISER NOR ANY DISTRIBUTION SITE MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES TO CUSTOMER OF ANY KIND, EITHER EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE), REGARDING THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF THE ADVERTISEMENTS OR ADVERTISING, DISTRIBUTION SITES, LINKED SITES, ANY SITE ADVERTISER MAY CREATE FOR CUSTOMER, OR OTHERWISE UNDER RELATED TO THIS CONTRACT. (b) INTERNET DESIGN. Advertiser may redesign or modify the organization, structure and/or “look-and-feel” of Advertiser’s respective Web sites, Advertising, and published set of headings and directories at any time and without notice.
8. LIMITS OF LIABILITY. (a) For purposes of this Section 8, the term “Advertiser” includes Advertiser’s corporate parent(s) and affiliates, and the directors, officers, agents and employees thereof. ADVERTISER’S ACCEPTANCE OF THIS CONTRACT AND THE RATES CHARGED FOR THE ADVERTISING AND OTHER SERVICES ARE BASED UPON ADVERTISER’S LIMITATION OF LIABILITY AS SET OUT IN THIS SECTION 8 AND UPON CUSTOMER’S AGREEMENT TO ALL OTHER TERMS AND CONDITIONS OF THE CONTRACT. (b) Customer agrees that errors, omissions or delays will sometimes occur in processing a request for advertising, fulfillment or delivery of advertising, and that Advertiser does not guarantee that Advertising will be listed in Directory without error, omission or delay by Advertiser, due to the possibility of such errors, omissions or delay occurring. (c) In no event shall Advertiser be liable to Customer, whether for an error or omission or otherwise or be deemed to be in breach hereof for any failure, delay or interruption of performance that: was caused by a third party; resulted from information supplied by a third party; or was caused by force majeure, including any act of god, labor stoppage (whether legal or illegal), governmental authority, terrorist act, labor or material shortage or other act or condition beyond Advertiser’s reasonable control. Customer’s payment obligations hereunder shall continue during any force majeure event. (d) UNDER NO CIRCUSTANCES WILL ADVERTISER BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOSS OF PROFIT, LOSS OF INCOME OR REVENUE, LOSS OF GOODWILL, WHETHER AS A RESULT OF ERRORS OR OMISSIONS, THE REJECTION OR REMOVAL OF ANY ADVERTISING CONTENT, ANY DELAY IN DISPLAYING OR ADVERTISER’S FAILURE TO DISPLAY CONTENT, OR ADVERTISER’S FAILURE TO PERFORM SERVICES. (e) Advertiser’s maximum liability to Customer for any error, omission or other default is limited as stated herein, regardless of whether customer alleges claims against Advertiser in contract or in tort, or other basis in law or equity. IN THE EVENT OF AN ERROR, OMISSION OR OTHER DEFAULT IN THE DIRECTORY AND/OR FULFILLMENT OF AN ITEM OF ADVERTISING, ADVERTISER SHALL BE LIABLE TO CUSTOMER FOR THE AMOUNT (AS DETERMINED BY ADVERTISER) BY WHICH THE VALUE OF THE ITEM OF ADVERTISING WAS DECREASED, IN NO INSTANCE TO EXCEED THE TOTAL AMOUNT CUSTOMER ACTUALLY PAID FOR THE ITEM OF ADVERTISING. ADVERTISER WILL NOT BE LIABLE FOR ANY ERROR, OMISSION OR OTHER DEFAULT IN DELIVERY OR AS TO ITEMS FOR WHICH NO CHARGE IS ASSESSED.
9. MISCELLANEOUS. As a material condition of Advertiser’s willingness to enter into this Contract, Customer agrees to the following; (a) This Contract, including these Ts&Cs, and Subscription Fees, constitute the entire agreement between Advertiser and Customer concerning the Advertising and supersedes all prior agreements between the parties. This Contract cannot be modified except in a writing signed by both parties provided, however, that Advertiser may unilaterally modify these Ts&Cs with respect to any Renewal Term by providing Customer with a copy of the new Ts&Cs prior to renewal. ONLY THE PRESIDENT CAN SIGN SUCH A MODIFICATION ON BEHALF OF ADVERTISER. (b) Other than as expressly provided in Section 10(a), no oral or written representation made by Advertisers sales representatives or other employees, purporting to modify this Contract, is biding on Advertiser. Moreover, Customer confirms that no such representation has been relied upon by Customer in entering into this Contract. (c) Any action or proceeding brought by Customer under or relating to this Contract shall be brought in a state or federal court located in the county where Advertiser is located in, and Customer hereby irrevocably submits to the personal jurisdiction of and irrevocably consents to venue in such courts for purposes of any such action or proceeding. Any claim against Advertiser arising from this Contract shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy by any other party. (d) Advertiser has the sole and absolute right and discretion to operate its business in any manner it chooses, including but not limited to the right to determine and/or change the name, look, content, headings, sequence of headings, design, specifications and guidelines, now or in the future. Advertiser has the right to reject Advertising that does not comply with its Advertising standards and guidelines. Advertiser does not warrant to Customer that advertising of other Customers will comply with such Advertising standards and guidelines. Advertiser is not obligated to advertise any Advertising that it deems, it its sole and absolute discretion, as unacceptable. (e) Customer represents and acknowledges that Customer is entering into this Contract to obtain the Advertising for Customer’s own benefit and not for the benefit or on behalf of any third party, including, but not limited to, any of Customer’s shareholders, partners, owners, employees, agents or affiliates. (f) Customer may not resell, assign, transfer or delegate any of Customer’s rights, duties, or obligations without Advertiser’s prior written consent, which Advertiser may grant or withhold in the exercise of Advertiser’s sole and absolute discretion; in the event Advertiser gives such consent, the assignee must, without any reservation, assume all of Customer’s rights, duties and obligations. Moreover, Customer is the sole beneficial owner of the Advertising purchased under this Contract and has not and will not resell it or any interest in it to any third party. Any attempt to resell, assign, transfer or delegate such rights, duties or obligations without Advertiser’s prior written consent shall constitute a breach of this Contract or any of Advertiser’s rights, obligations or duties hereunder to any person or entity at any time. (g) Customer will not represent to any third party that Advertiser approves or endorses any product or service of Customer. (h) Customer waives all provisions of state and federal so-called “Do Not Call”, “Do Not E-mail” and “Do Not Fax” laws in respect to Advertiser placing telephone calls, e-mails and faxes to Customer and agrees to accept such phone calls, faxes, e-mails and other communications from Advertiser or Advertiser’s agents related to Advertiser’s services including future services. Advertiser will provide contact telephone numbers, fax numbers and e-mail addresses, if any, to Advertiser upon request. (i) If any provision or provisions of this Contract shall be held to be invalid, illegal, and unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. (j) The failure of Advertiser to insist upon strict adherence to any term of this Contract on any occasion shall not be considered a waiver thereof. Any waiver by Advertiser must be in writing and, unless otherwise states, shall be strictly limited to the circumstances explicitly waived and shall not deprive Advertiser of the right to insist upon strict adherence to the term waived in any and all other circumstances or to insist upon strict adherence to any other term of this Contract. (k) This Contract is deemed to be signed and accepted by both parties upon Customer registration of Advertising and acceptance of Contract and Ts&Cs.