| The following terms and conditions (the "Standard
Terms") shall be deemed to be incorporated into the advertising
agreement between Castro Online and Advertiser:
1. Terms of Payment
Payment is due in full prior to starting any advertising
on Castro Online unless an account is establish.
Accounts: Advertiser will be invoiced on the first day of
the contract period set forth by this agreement. Payment shall
be made to Castro Online within thirty (30) days from the
date of invoice. Amounts paid after such date shall bear interest
at the rate of one percent (1%) per month (or the highest
rate permitted by law, if less). In the event of any failure
by Advertiser to make payment, Advertiser will also be responsible
for all reasonable expenses (including attorneys' fees) incurred
by Castro Online in collecting such amounts in addition to
any amounts invoiced for advertising.
2. Positioning
Except as otherwise expressly provided by Castro Online,
positioning of advertisements on the Castro Online web site
is at the sole discretion of Castro Online. Advertiser acknowledges
and agrees that, except as provided herein, Castro Online
has not made any guarantees, inducements, warranties or other
representations with respect to usage statistics or levels
of impressions for any advertisement. In some cases, Castro
Online provides the Advertiser with estimated usage statistics,
but this is done only at the request of, and as a courtesy
to, the Advertiser, and the Advertiser acknowledges and agrees
that any such statistics are expressly excluded from these
Standard Terms. Castro Online shall not be held liable for
any claims whatsoever relating to such usage statistics.
3. Renewal
Except as expressly set forth by Castro Online, any renewal
or acceptance of any additional advertising order shall be
at Castro Online’s sole discretion. Pricing for any
renewal period is subject to change by Castro Online from
time to time.
4. No Assignment or Resale of Ad Space
Advertiser may not resell, assign or transfer any of its
rights hereunder, and any attempt to resell, assign or transfer
such rights shall result in immediate termination of this
contract, without liability to Castro Online.
5. Limitation of Liability
The Trade Practices Act and similar State, Provincial and
Territory legislation may confer rights and remedies on the
Advertiser in relation to the provision by Castro Online of
goods or services under these Standard Terms which cannot
be excluded, restricted or modified ("Non-excludable
Rights"). Castro Online does not exclude any Non-excludable
Rights but does exclude all other conditions and warranties
implied by custom, law or statute.
To the full extent permitted by law, Castro Online's liability
for breach of implied warranties, conditions or undertakings
which cannot be excluded is limited, in the case of goods,
at Castro Online's option, to (a) the replacement of the goods
or the supply of equivalent goods, (b) the repair of such
goods, (c) the payment of the cost of replacing the goods
or of acquiring equivalent goods, or (d) the payment of the
cost of having the goods repaired, and in the case of services
Castro Online's liability is limited, at Castro Online's option,
to (a) the supply of the services again or (b) the payment
of the cost of having the services supplied again.
In no event shall Castro Online be responsible for any consequential
or special damages, lost profits or any other damages arising
from any failure to publish any advertisement timely or otherwise.
Without limiting the foregoing, Castro Online shall not have
any liability for any failure or delay resulting from any governmental
action, fire, flood, insurrection, earthquake, power failure,
riot, explosion, embargo, strikes whether legal or illegal,
labor or material shortage, transportation interruption of any
kind, work slowdown or any other condition beyond the control
of Castro Online affecting production or delivery in any manner.
6. Advertisers Representations; Indemnification
Advertisements are accepted only on the condition that the Advertiser
warrants to Castro Online that the Advertiser has the right
to publish the advertisement without the infringement of any
rights of any party. In consideration of Castro Online publishing
the advertisement, the Advertiser indemnifies and holds Castro
Online harmless against any and all claims (whether in contract,
tort, statute or otherwise) for any form of damages, losses,
costs injury or harm sustained by Castro Online or any other
party (including all reasonable fees of any legal advisers)
in consequence of the publication of, or any act or omission
in relation to, the advertisement and/or any material of the
Advertiser to which users can link through the advertisement.
The Advertiser warrants that all product specifications, performance,
service and other claims contained in the advertisement can
be fully substantiated and are in conformity with relevant Commonwealth
and State laws, including the provisions of the Trade Practices
Act 1974, regulations, mandatory and voluntary codes and all
other forms of regulation.
7. Provision of Advertising Materials
Advertiser will provide all materials for the advertisement
(including GIF or JPG files), in accordance with Castro Online's
policies in effect from time to time, including (without limitation)
the manner of transmission to Castro Online and the time prior
to publication of the advertisement. Unless otherwise expressly
agreed to by Castro Online and the Advertiser, advertisements
shall be submitted in either banner or button form. Unless
otherwise expressly agreed to by Castro Online and the Advertiser,
banner advertisements shall be submitted in GIF or JPG format
exactly 468 pixels in width and 60 pixels in height. Total
file size of banner advertisements shall be less than 16 kilobytes.
Unless otherwise expressly agreed to by Castro Online and
the Advertiser, button advertisements shall be submitted in
GIF or JPG format exactly 150 pixels in width and 150 pixels
in height. Total file size of button advertisements shall
be less than 16 kilobytes. Castro Online shall not be required
to publish any advertisement that is not received in accordance
with such policies. Castro Online will not be liable for any
form of damage, loss, costs, injury or harm sustained by the
Advertiser or any other party in consequence of or resulting
directly or indirectly out of any delay or error in, or omission,
cancellation, publication or transmission of, any advertisement.
8. Right to Reject Advertisement
All contents of advertisements are subject to Castro Online's
approval. Castro Online reserves the right to reject or cancel
any advertisement, space reservation or position commitment
at any time. Acceptance of any advertisement by Castro Online
(including any URL link contained or embedded in any advertisement)
shall not be deemed to be an acknowledgment by Castro Online
that the Advertiser has complied with any or all relevant
laws, regulations or industry codes. In addition, Castro Online
shall have the absolute right to reject any URL link embodied
within any advertisement.
9. Cancellations
Except as otherwise provided, this advertising
agreement is non-cancelable by Advertiser and no payments
are refundable.
10. Construction
No conditions other than those set forth in these Standard
Terms shall be binding on Castro Online unless expressly agreed
to in writing by Castro Online.
11. Miscellaneous
These Standard Terms, (a) shall be governed by and construed
in accordance with, the laws of California (and each party
submits to the non-exclusive jurisdiction of California);
(b) may be amended only by a written agreement executed by
an authorized representative of each party; and (c) constitute
the complete and entire expression of the agreement between
the parties, and shall supersede any and all other agreements,
whether written or oral, between the parties.
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