Terms of Service

Photo Contest Insider Advertising Terms of Service

 

 

Please read these Website Advertising Terms carefully before applying to become an Advertiser, as they set out our and your legal rights and obligations in relation to our Advertising Services. You will be asked to agree to these Website Advertising Terms before becoming an Advertiser.

If you have any questions about our Advertising Services please contact us.

1. Definitions and interpretation

1.1 In the Agreement:

Advertiser” means the person (natural or legal) specified as the applicant for our Advertiser Services on the Application Form;

Advertiser Content” means the advertisements and other content submitted by the Advertiser to the Publisher for publication on the Website;

Advertising Services” means the advertising services selected by the Advertiser using the Application Form;

Affiliate” means a company, firm or individual that Controls, is Controlled by, or is under common Control with the relevant company, firm or individual;

Agreement” means the agreement between the Publisher and the Advertiser incorporating these Website Advertising Terms, the Application Form, and any amendments to it from time to time;

Business Day” means any week day, other than a bank or public holiday in England;

Business Hours” means between 09:00 and 17:30 on a Business Day;

Charges” means the amounts payable by the Advertiser to the Publisher under or in relation to the Agreement (as set out in the Application Form);

Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);

Effective Date” has the meaning given to it in Clause [2.3];

Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus and other malicious software attacks and infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

Prohibited Content” means:

(a) pornographic or lewd material;

(b) material which breaches any applicable laws, regulations or legally binding codes, or breaches the Committee on Advertising Practice Code, or infringes any third party Intellectual Property Rights or other rights; and

(c) material which is likely to cause annoyance, inconvenience or anxiety to another internet user;

Publisher” means AdRapport Limited T/A Photo Contest Insider www.photographycompetitions.net ;

Application Form” means the HTML form on the Website enabling users to apply and pay for advertising or a free listing;

Term” means the term of the Agreement; and

Website” means the website at www.photocontestinsider.com and any successor website operated by the Publisher from time to time.

1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

1.3 The Clause headings do not affect the interpretation of the Agreement.

1.4 The ejusdem generis rule is not intended to be used in the interpretation of the Agreement; it follows that a general concept or category utilised in the Agreement will not be limited by any specific examples or instances utilised in relation to such a concept or category.

2. The Agreement

2.1 In order to apply to become an Advertiser, the applicant must complete and submit the Application Form.

2.2 If the applicant makes any input errors during the order process, these may be identified and corrected by the applicant before submitting the Application Form.

2.3 The Agreement will come into force when the Publisher displays the Advertisers advert on the website, or when the email copy is approved by the Publisher, and the publisher is in receipt of any required payments. (the “Effective Date“).

2.4 The Agreement will continue in force until the completion of all Advertising Services, upon which it will terminate automatically, unless terminated earlier in accordance with Clause 8.

2.5 The Publisher is under no obligation to accept or enter in to an agreement with the Advertiser and also reserves the right not to enter in to communications in relation to this. Any pre-payments will be returned as detailed in 4.2

3. Advertising Services

3.1 During the Term, the Publisher will provide the Advertising Services to the Advertiser.

3.2 The Advertiser grants to the Publisher an irrevocable, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display and perform the advert including without limitation for promoting and redistributing part or all of the website in any media formats and throughout any media channels throughout the world for the full period in which any intellectual property rights subsist in the advert.

(a) The Advertiser also grants the publisher the rights to display and promote their contest(s) finalists and winning photos;

3.3 The Advertiser warrants and undertakes:

(a) to ensure that all Advertiser Content is accurate and fair;

(b) to ensure that Advertiser Content does not consist of, contain, or link to any Prohibited Content;

(c) promptly to request the removal or editing of any Advertiser Content which ceases to be accurate and fair, or becomes Prohibited Content, for whatever reason; and

(d) to ensure that the Advertiser Content is of a quality commensurate with the content published on the Website generally.

3.4 The Publisher will use reasonable endeavours to maintain the availability of the Website and the availability of the published Advertiser Content during the relevant period (subject to scheduled maintenance and any Force Majeure Event affecting the Publisher or the Publisher’s appointed hosting service provider) but the Publisher does not guarantee 24/7 availability.

3.5 The Publisher reserves the right to suspend the publication of any Advertiser Content or remove any Advertiser Content from the Website at any time where it reasonably determines that the content breaches this Clause 3.

3.6 Advertising services run continuously and can not be paused or used at a later date.

3.7 Advertising services will run for the period of time booked or until the close of entries to the advertised contest whichever is sooner.

3.7.1 If a contest entry period is extended a new advertising service purchase is required.

4 Charges and payment

4.1 The Advertiser will pay the Charges to the Publisher via the Application Form in advance of requested advertising.

(a) No charges apply to the free listing.

4.2 If the advertisers advert is not approved for display a refund of the advert fees will be actioned, normally within 24 hours but up to 72 hours, refunds are actioned during business days only.

4.3 The publisher reserves the right to alter fees without notice this will not affect pre-purchased advertising.

4.4 Charges must be paid by paypal or bank transfer where available.

4.5 The Publisher must be in receipt of payment before any advert space can be confirmed as booked.

4.6 Payment for Pre-booked advertising space by the advertiser is non refundable if;

(a) The advertiser cancels the advertising

(b) If the contest/award closes to entries prior to the advert duration no refund will be applicable.

(c) If the Advertiser does not provide the publisher with the required advertiser content as set out in 9.3

5 Warranties

5.1 The Advertiser warrants to the Publisher that it has the legal right and authority to enter into and perform its obligations under the Agreement.

5.2 The Publisher warrants to the Advertiser:

(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement;

(b) that it will perform the Advertising Services under the Agreement with reasonable care and skill.

5.3 All of the parties’ liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

6. Indemnity

The Advertiser will indemnify the Publisher and will keep the Publisher indemnified against all damages, losses and expenses (including legal expenses) arising as a result of any breach by the Advertiser of Clause 3.3 of the Agreement.

7. Limitations and exclusions of liability

7.1 Nothing in the Agreement will:

(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;

(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;

(c) limit any liability of a party in any way that is not permitted under applicable law; or

(d) exclude any liability of a party that may not be excluded under applicable law.

7.2 The limitations and exclusions of liability set out in this Clause [7] and elsewhere in the Agreement:

(a) are subject to Clause [7.1];

(b) govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and

(c) will not limit or exclude / limit and exclude the liability of the parties under the express indemnities set out the Agreement.

7.3 The Publisher will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.

7.4 The Publisher will not be liable for any loss of business, contracts or commercial opportunities.

7.5 The Publisher will not be liable for any loss of or damage to goodwill or reputation.

7.6 The Publisher will not be liable in respect of any loss or corruption of any data, database or software.

7.7 The Publisher will not be liable in respect of any special, indirect or consequential loss or damage.

7.8 The Publisher will not be liable for any losses arising out of a Force Majeure Event.

8. Termination

8.1 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:

(a) commits any material breach of any term of the Agreement

(b) persistently breaches the terms of the Agreement.

8.2 Either party may terminate the Agreement immediately by giving written notice to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or

(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

8.3 Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely)

8.4 Termination of the Agreement will not affect either party’s accrued rights (including accrued rights to be paid) as at the date of termination.

8.5 The Publisher reserves the right not to enter in to communications at to the reasons why

9. Advertiser Content

9.1 Advertiser content design and creation is the responsibility of the advertiser and should be produced to a professional standard and in a timely manner as set out in 9.3.

9.2 If the Advertiser has purchased the basic html email design then they do so on the provision that it is limited to one revision from the original email design, other revisions thereafter are subject to a minimum additional charge of $25

9.3 Once advertising has been purchased the creative needs to be sent to the publisher within 48 hours of purchase date for publisher approval.

10. General

10.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by email, for the attention of the relevant person, and to the relevant email address given below (or as notified by one party to the other in accordance with this Clause).

The Publisher

Contact: http://www.photocontestinsider.com/contact

The Advertiser:

The addressee, email address stated in the Application Form.

10.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):

(a) where the notice is delivered personally, at the time of delivery;

(b) where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).

10.3 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

10.4 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

10.5 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

10.6 The Publisher may freely assign its rights and obligations under the Agreement without the Advertiser’s consent to any Affiliate of the Publisher or any successor to all or substantial part of the business of the Publisher from time to time. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement.

10.7 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

10.8 The Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of the Agreement. Subject to Clause [7.1], each party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other party.

10.9 The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.