Advertising Agreement

Web Advertising Agreement

Parties
(1) The person wanting to advertise on the Uvote4 website (“the Advertiser”)
(2) Uvote4 Ltd a company incorporated in England, company registration number 05057887 and having its registered office at 24 Regent Place, Rugby, Warwickshire, CV21 2PN (“Uvote4’)
Introduction
(B) Uvote4 is the owner/content provider of an online voting service website which provides advertising space and/or the facility to add a website.
(C) The Advertiser wishes to purchase advertising space and/or add their website
(D) Uvote4 agrees to provide this service to the Advertiser subject to the terms and conditions set out in this Agreement.

Operative Provisions
1. Definitions
In this Agreement the following words and phrases shall have the following meanings unless the context otherwise requires:

‘Advertising’
any advertising material or promotional material including any website linked to or from Uvote4 site supplied by the Advertiser for transmission by the Internet from the Uvote4’s Site (including without limitation advertising banners being electronic advertising whose dimensions and delivery format are agreed) that are placed on pages of the Uvote4 Site, customised links and sponsorship logo display;

‘Agreement’
the agreement for the purchase and supply of the Services;

‘Commencement Date’
the earlier of the date specified in by the Uvote4 and the date on which the Manager places the Advertising on the Manager Site;

‘Fees’
the fees and charges payable by the Advertiser as displayed or agreed from time to time;

‘Promotion’
any promotion or promotional material supplied by a Advertiser for transmission on or by the Internet from the Uvote4’s Site;

‘Term’
the period from the Commencement Date for the agreed period for which the Advertising is to be placed until terminated in accordance with the Agreement.

2. The Obligations
2.1 In consideration of the payment of the Fees the Agreement shall apply to the provision of the Services to the exclusion of all other agreements and the Advertiser agrees that uploading of the Advertising on to the Uvote4 Site shall be deemed acceptance of the Agreement.
2.2 The Advertiser undertakes and warrants to Uvote4 that:
2.2.1 in relation to any Advertising the they enter into the Agreement as a principal notwithstanding that they may be acting directly or indirectly for the person whose products or services are being advertised by Uvote4;
2.2.2 the reproduction and/or publication of the Advertising by Uvote4 as originally submitted or as amended pursuant to clause 3 will not breach any agreement or infringe or violate any copyright, trade mark, or any other personal or property of any person or render Uvote4 liable to any proceedings whatsoever;
2.2.3 any information supplied by the Advertiser in connection with the provision of the Services is accurate, complete and true in all respects;
2.2.4 in respect of any Advertising which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or any copy by which any living person is or can be identified the Advertiser has obtained the authority of such living person to make use of such name, representation and/or copy;
2.2.5 the Advertising complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutory regulatory authorities and any law or regulations of the EU) for the time being in force or which may be applicable in such jurisdiction as the Advertising shall be made available;
2.2.6 the Advertising is legal, decent, honest and truthful and complies with the rules of English national law and international codes and all other such relevant codes relating to advertising as may be appropriate and particularly; 2.2.7 the Advertising shall not contain any data, image or other material which:
(i) is offensive, obscene or indecent, or is capable of being resolved into obscene or indecent images or material;
(ii) is defamatory, sexist, threatening or racially, ethnically or otherwise objectionable;
(iii) is designed or likely to cause annoyance, inconvenience, unwanted attention or needless anxiety to any other person;
(iv) is designed to or is likely to cause disruption to any computer system or to any network;
(v) is illegal or is likely to induce an illegal act; and
2.2.8 it has authority to enter into and implement the Agreement.
2.3 The Advertiser shall provide to Uvote4 the Advertising in the format expressly specified (if any) by Uvote4 (‘the Required Format’).
2.4 Where the Advertiser is an advertising agency it warrants that it is authorised by its client to place the Advertising with Uvote4 and the Advertiser will indemnify Uvote4 against any claim made by the client against Uvote4 arising from the publication of the Advertising Material.
2.5 Uvote4 shall be entitled at any time without notifying the Advertiser to make changes to the Services which are necessary to comply with any applicable security or other statutory requirements and shall determine the manner in which the Services are provided.
2.6 Uvote4 shall use reasonable commercial efforts to maintain the availability of the Site twenty-three point 9 (23.9) hours per day.

3. Acceptance
Uvote4:
3.1 shall upon receipt of the Fees and Uvote4’s acceptance of the Advertising perform the Services on the Uvote4 Site for the Term subject to the provisions of the Agreement;
3.2 has the right and sole discretion to decline to publish or to omit, suspend or change the position of any Advertising accepted by it;
3.3 may, without derogation from the warranties and obligations set out in clause 2 above refuse or require to be amended any artwork, materials or copy for or relating to an Advertising so as to comply with the legal or moral obligations placed upon Uvote4 or the Advertiser or to avoid infringing a third party’s rights or any statutory or regulatory requirements; and
3.4 reserves the right at any time during the Term to remove the Advertising from the Uvote4 Site in the event that Uvote4 considers the Advertising breaches any applicable laws or the rights of any third party or is prejudicial to the interests of Uvote4 and/or its business.

4. Liability
4.1 Neither party excludes or limits its liability to the other for death or personal injury resulting from the proven negligence of either party, its employees or agents.
4.2 Uvote4 accepts no responsibility for any mistakes or errors whatsoever that arise during the course of publication of any Advertising and will not be liable for any loss of copy, artwork, photographs, data or other materials which the Advertiser supplies to it.
4.3 In no event shall Uvote4 be liable to the Advertiser whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss. ‘Consequential Loss’ shall for these purposes mean (i) pure economic loss (ii) losses incurred by any client of the Advertiser or other third party (iii) loss of profits (whether categorised as direct or indirect) (iv) losses arising from business interruption (v) loss of business revenue, goodwill, anticipated savings (vi) losses whether or not occurring in the normal course of business, wasted management or staff time (vii) loss or corruption of data.
4.4 Subject to clauses 4.1, 4.2 and 4.3, Uvote4’s total liability (whether in contract, tort or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall not exceed one hundred (100%) per cent of the total Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by the Advertiser to Uvote4 during the preceding twelve (12) month period or, if the duration of the Agreement has been less than twelve (12) months, such shorter period, as applicable.

5. Payment Provisions
5.1 Uvote4 will charge the Advertiser the Fees based on the payment structure agreed
5.2 The invoice for the Fees shall be payable in full prior to the Advertising being published or the Promotion being transmitted by the Uvote4 on its Site.
5.3 All sums due from the Advertiser which are not paid on the due date (without prejudice to Uvote4’s other rights under this Agreement) shall bear interest at the annual rate of three (3) per cent over the prevailing base rate of HSBC plc. Such interest shall accrue from the due date until payment is made in full.

6. Intellectual Property
6.1 Except as provided in this Agreement, Uvote4 retains all right, title and interest in and to the content of the Uvote4 Site, including without limitation copyrights, trademarks and other intellectual property rights.
6.2 The Advertiser retains all rights, title and interest in and to the Advertising, including without limitation copyrights, trademarks, database rights and other intellectual property rights.
6.3 Any ideas concepts know-how or techniques developed by Uvote4 or obtained during the execution of the Services will be owned exclusively by Uvote4.

7. Customer Responsibility
7.1 It is the responsibility of the Advertiser to check the accuracy of the Advertising and, without prejudice to the provisions of clause 4, Uvote4 assumes no responsibility for the repetition of an error in an Advertising.
7.2 For the purpose and duration of the Advertising the Advertiser grants to Uvote4 a royalty-free non-exclusive licence to use, publish and reproduce The Advertiser’s name, logo, trade marks and brands to the extent necessary to enable Uvote4 to comply with its obligations under the Agreement.

8. Term and Termination
8.1 Subject to the provisions of clauses 3 and 7.2 the Advertising shall be included in Uvote4’s Site for the Term or as otherwise expressly agreed.
8.2 Uvote4 may terminate this Agreement by notice in writing (including by e-mail) to the Advertiser in the event that:
8.2.1 the Advertiser fails to pay any amount to Uvote4 due under this Agreement and does not make that payment within seven (7) days after receiving notice requiring the Advertiser to do so;
8.2.2 the Advertiser fails to perform any of the obligations on its part to be observed or performed pursuant to this Agreement and such failure is not remedied by the Advertiser within fourteen (14) days after receipt by it of a notice in writing requiring the default to be remedied; or
8.2.3 any of the warranties or representations made by the Advertiser contained in this Agreement are false or inaccurate in any material way; or
8.2.4 the Advertising breaches any applicable laws or the rights of any third party or is prejudicial to the interests of Uvote4
8.3 Either party shall be entitled to terminate this Agreement immediately by notice in writing to the other if the other party shall:
8.3.1 commit any material breach of any of its obligations under this Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within fourteen (14) days after receipt of a written request so to do;
8.3.2 pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect;
8.3.3 make any voluntary arrangement with its creditors or become subject to an administration order or an administrator is appointed in respect of that party or documents are filed with the court for the appointment of an administrator or notice is given of an intention to appoint an administrator by that party or its directors or by a qualifying floating charge holder as defined in the Insolvency Act 1986, paragraph 14 Schedule B1 as may be replaced or repealed.
8.3.4 have a receiver, encumbrancer, administrative receiver or similar official appointed;
8.3.5 cease or threaten to cease to carry on business; or
8.3.6 have any similar event occur under the law of any other relevant jurisdiction in respect of it.

9. Indemnity
The Advertiser undertakes to Uvote4 that the Advertiser will, without prejudice to any other right of action which Uvote4 may have, at all times keep Uvote4 fully and effectively indemnified against any liability (which liability shall include, without limitation, all losses, costs, claims, demands, actions, damages, legal and other professional fees and expenses on a full indemnity basis) which Uvote4 may suffer or incur as a result of any Advertising, the infringement of any intellectual property rights of any third party, or by reason of any breach or non-fulfilment of any of the Advertiser’s obligations in respect of the Agreement.

10. Confidential Information
10.1 Each party may use the Confidential Information of a disclosing party only for the purposes of this Agreement and must keep confidential all Confidential Information of each disclosing party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information.
10.2 Either party may disclose Confidential Information of the other party to those of its employees and agents (including professional advisers) who have a need to know the Confidential Information for the purposes of this Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
10.3 Both parties agree to return all documents and other materials containing Confidential Information immediately upon completion of the Services.
10.4 The obligations of confidentiality under this Agreement do not extend to information that:
(i) was rightfully in the possession of the receiving party before the negotiations leading to this Agreement;
(ii) is, or after the day this Agreement is signed, becomes public knowledge (otherwise than as a result of a breach of this Agreement); or
(iii) is required by law to be disclosed.

11. Data Protection
Each party undertakes to comply with its obligations under the Data Protection Act 1998.
12. Third parties
Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the Services is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.
13. Force Majeure
13.1 Except with respect to obligations to pay the Fees or other charges, ‘Force Majeure’ means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, ceasing to be entitled to access the Internet for whatever reason, server crashes, deletion, corruption, loss or removal of data, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.
13.2 If a party is wholly or partially precluded from complying with its obligations under this Agreement by Force Majeure, then that party’s obligation to perform in accordance with this Agreement will be suspended for the duration of the Force Majeure.
13.3 As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement.

14. Misc. provisions
14.1 Uvote4 may assign, transfer, novate or subcontract any or all of its rights and obligations under this Agreement at any time.
14.2 This Agreement together with any order form and payment method instructions, if any, are the whole agreement between us. The Advertiser acknowledges that it has not entered into this agreement in reliance upon any statement, warranty or representation made by Uvote4 or any other person and irrevocably and unconditionally waives any rights to claim damages and/or to rescind this Agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) that is not contained in the terms and conditions..
14.3 If any provision or term of this Agreement shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them.
14.4 This Agreement is governed by English law and you submit to the non-exclusive jurisdiction of the English court.

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