ORDERS FOR ADVERTISEMENTS:
All orders or other requests for advertising, whether from
an advertiser ("Advertiser"), or as applicable from an advertising
agency or agent on Advertiser's behalf ("Agency"), are governed by
these standard terms and conditions. No other conditions,
provisions, or terms of any sort appearing in any writings or other
communications made in connection with such orders, including
without limitation those contained on or accompanying checks or
other forms of payment, shall be binding on oue
website ("The Registry of Nature Habitats"), whether in
conflict with or addition to these standard terms and conditions.
Orders which quote rates which vary from the rates listed in The
Registry of Nature Habitats's then-current rate card shall not be
binding on The Registry of Nature Habitats, and shall be deemed
requests for advertising at then-current rates. Unless otherwise
indicated in the Insertion Order, orders are binding on Advertiser
and Agency and not subject to cancellation upon and after sixty (60)
days prior to first scheduled publication without a cancellation fee
equal to three months of advertising charges (except as provided
below under Rate Changes). The Registry of Nature Habitats reserves
the right to modify advertisements in order to fit
specifications.
ACCEPTANCE: The
Registry of Nature Habitats's offer to publish advertisements for
Advertiser and Agency is made on these standard terms and conditions
only, and the placement or other communication of an order for
advertising with The Registry of Nature Habitats will constitute
Advertiser's and Agency's unconditional acceptance of these standard
terms and conditions. Woodside Gardens reserves the right to reject
or cancel any advertising at any time in its sole discretion.
Failure by The Registry of Nature Habitats to publish any requested
advertisement shall constitute rejection of the order for such
advertisement, but does not constitute a breach of contract or
otherwise entitle Advertiser and Agent to any legal
remedy.
RESPONSIBILITY FOR
ADVERTISEMENTS: Advertiser and Agency represent and warrant
to The Registry of Nature Habitats that each are fully authorized to
publish the entire contents and subject matter of all requested
advertisements (including, without limitation, all text, graphics,
URLs, and sites to which URLs are linked), and that all such
materials will comply with all applicable laws and regulations. In
consideration of the publication of advertisements, Advertiser and
Agency jointly and severally agree unconditionally to indemnify and
hold harmless The Registry of Nature Habitats, its officers, agents
and employees, from and against any and all loss, liability and
expense (including reasonable attorney's fees) suffered or incurred
by reason of any claims, proceedings or suits based on or arising
out the contents or subject matter of such advertisements, including
without limitation claims for defamation, violation of rights of
publicity and/or privacy, copyright infringement, and trademark
infringement.
POSITIONING STYLE:
All order provisions regarding positioning of advertisements shall
be treated as requests, which requests shall be fulfilled at The
Registry of Nature Habitats's sole discretion. Advertisements that
simulate The Registry of Nature Habitats editorial matter in
appearance or style, or that are not readily identifiable as
advertisements, are not acceptable. The Registry of Nature Habitats
may in its sole discretion label an advertisement as an
"advertisement" for clarification.
RATE CHANGES: All
The Registry of Nature Habitats advertising rates are subject to
change at The Registry of Nature Habitats's sole discretion. The
Registry of Nature Habitats will use commercially reasonable efforts
to announce all advertising rate changes at least sixty (60) days in
advance of their effective date. Advertiser or Agency may cancel any
order for advertisements affected by any rate change within fourteen
(14) days of when the notice of rate changes is sent,
notwithstanding the normal cancellation requirement
above.
LINKS TO INTERNET
SITES: Advertiser and Agent each warrant and represent to
The Registry of Nature Habitats that each internet site identified
by URLs in advertisements: (i) is controlled by Advertiser and
operated by Advertiser and/or its independent contractors, (ii) will
be functional and accessible at all times, and (iii) is in
compliance with all applicable laws and regulations, and suitable in
all respects to be linked to from Woodside Gardens's site containing
the advertisement. The Registry of Nature Habitats may test
Advertiser's URLs, and in The Registry of Nature Habitats's sole
discretion may remove any URLs at any time that fail to comply with
the above requirements.
COMMITMENT; PAYMENT
TERMS: By submitting an order for advertising to The
Registry of Nature Habitats, Advertiser and Agency agree to be
jointly and severally liable for the cost of such order. Unless
otherwise indicated on the Insertion Order, the contract duration is
1 year (12 continuous months) from when the ad goes live and will be
electronically debited monthly. Billed orders will not require an
additional charge per month. Unless otherwise specified in writing
by The Registry of Nature Habitats, payment terms are net thirty
(30) days from the date of The Registry of Nature Habitats's
invoice. All unpaid advertising fees shall accrue interest at the
rate of 1 1/2% per month until paid, or the legal maximum, whichever
is less. In addition to all other available rights and remedies, The
Registry of Nature Habitats may cancel and remove any advertisement
which is not paid for on a timely basis.
RENEWAL: 30 days
prior to the end of the 12 month contract, The Registry of Nature
Habitats will contact Advertiser or Agency regarding a new 12 month
contract at the then specified terms and rates. Advertiser or Agency
may cancel or modify this renewal contract within 30 days of when
the notification is sent of given in person. Otherwise, the renewal
contract will become effective immediately following the expiration
of the previous agreement, and all the Terms and Conditions of the
previous agreement shall apply to the renewal contract.
NO REPRESENTATIONS OR
WARRANTIES; NO DAMAGES: The Registry of Nature Habitats's
SERVICES THAT ARE THE SUBJECT OF THESE TERMS AND CONDITIONS ARE
PROVIDED WITHOUT WARRANTIES OF ANY NATURE, AND The Registry of
Nature Habitats DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABLITILY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
SHALL The Registry of Nature Habitats BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER,
INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS
INTERRUPTION, LOSS OF OR INAUTHORIZED ACCESS TO INFORMATION, AND THE
LIKE, EVEN IF The Registry of Nature Habitats HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL The Registry of
Nature Habitats BE LIABLE TO ADVERTISER AND/OR AGENCY FOR AN AMOUNT
IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY The
Registry of Nature Habitats FROM ADVERTISER AND/OR AGENCY FOR THE
ADVERTISEMENT(S) AT ISSUE.
NO USE OF
The Registry of Nature
Habitats's NAME: In consideration of The Registry of Nature
Habitats's review for acceptance of any advertising for publication,
both the Advertiser and Agency each agree not to make promotional or
merchandising reference to The Registry of Nature Habitats in any
way except with the express written permission of The Registry of
Nature Habitats for each such use.
GENERAL PROVISIONS:
These terms and conditions are governed by the laws of the
State of New York, USA. Advertiser and Agency consent to the
exclusive jurisdiction and venue of courts in Orange County, New
York for all disputes arising out of or relating to the subject
matter hereof. The prevailing party in any dispute concerning the
subject matter hereof shall be entitled to recover its reasonable
attorney's fees and costs. No joint venture, partnership,
employment, or agency relationship exists between Advertiser and/or
Agency and The Registry of Nature Habitats. These terms and
conditions shall be the sole terms and conditions governing the
parties relationship with respect to the subject matter hereof, and
shall supersede and merge all prior and contemporaneous
communications. The Registry of Nature Habitats shall not be deemed
to have waived or modified any of these terms and conditions except
by a writing signed by its duly authorized representative. Neither
Advertiser nor Agency may assign its rights hereunder to any third
party unless The Registry of Nature Habitats expressly consents to
such assignment in writing. In the event that any provisions shall
remain valid and enforceable, and the unenforceable provisions shall
be deemed modified to the extent necessary to make them enforceable.
The Registry of Nature Habitats may send electronic mail to
Advertiser and/or Agency for any notices or notifications. All
notices to The Registry of Nature Habitats relating to any legal
claims or matters must be made in writing to The Registry of
Nature Habitats PO Box 351 Delhi, New York
13753.