Introduction. This Agreement between you and FPOAPO.com,
and its parent StarchDoggy Web Services consists of these Terms and Conditions.
"You" or "Advertiser" means any entity identified
in an enrollment form submitted by the same or affiliated persons, and/or
any agency acting on its (or their) behalf, which shall also be bound
by the terms of this Agreement.
First and foremost all ads placed on the site
FpoApo Shipping Solutions with the address http://www.fpoapo.com must
be for a product or service that is readily available for download, or
able to be delivered to an APO or FPO address.
If you are unsure about this then feel free to contact us prior to opening
an account to see if your ad will be acceptable. All ads for stores that
will not deliver to FPO and APO addresses will be subject to removal,
and placed on another of our partner sites when space becomes available.
Refunds will not be made unless extreme conditions exist.
- Uses; Partner Sites. You agree that your ads may be
placed on any site owned or operated by StarchDoggy Web Services, on
any partner site with which StarchDoggy Web Services has an agreement
to place ads. Unless otherwise agreed to in writing by StarchDoggy Web
Services, any ads may be modified without your consent to comply with
any policy of StarchDoggy Web Services. StarchDoggy Web Services reserves
the right to, and in its sole discretion may, at any time review, reject,
modify, or remove any ad. The Partners may also have certain rights
allowing them to reject, modify or withdraw ads placed under this Agreement.
No liability of StarchDoggy Web Services and/or any Partner shall result
from any such decision.
- Communications are Solely With StarchDoggy Web Services.
Even if your ad(s) are placed on Partner Site(s), you agree to direct
all communications regarding your ad(s) to StarchDoggy Web Services.
- Parties' Responsibilities. You are solely responsible
for the content of your ads, including URL links. StarchDoggy Web Services
is not responsible for anything regarding your Web site(s) including,
but not limited to, maintenance of your Web site(s), order entry, customer
service, payment processing, shipping, cancellations or returns.
- Prohibited Uses. StarchDoggy Web Services strictly
prohibits using the StarchDoggy Web Services Web Site or any Partner
Site(s) (i) to generate fraudulent impressions of or fraudulent clicks
on Advertiser's ad(s) or third-party ad(s), including but not limited
to using robots or other automated query tools and/or computer generated
search requests, and/or the fraudulent use of other search engine optimization
services and/or software; (ii) to advertise substances, services, products
or materials that are illegal in any state or country where the ad is
displayed; (iii) in any way that violates any policy posted on the StarchDoggy
Web Services Web Site, as revised from time to time; or (iv) to engage
in any other illegal or fraudulent business practice under the laws
of any state or country where the ad is displayed. You may not include
links to any Web site(s) as part of your ad, unless the content found
at such site(s) is relevant to your Target(s). You may not run multiple
ads linking to the same or similar site on the same search results page.
Violation of these policies may result in immediate termination of this
Agreement without notice, and may subject you to state and federal penalties
and other legal consequences.
- Termination; Cancellation. StarchDoggy Web Services
may at any time, in its sole discretion, terminate the Program, terminate
this Agreement, or cancel any ad(s) or your use of any Target. StarchDoggy
Web Services will notify you via email of any such termination or cancellation,
which shall be effective immediately. You may cancel or delete any ad
and/or terminate this Agreement by canceling or deleting all ads hereunder,
with or without cause at any time, via your account by changing the
end dates of such ad(s) to your desired cancellation date or by deleting
the ads you no longer wish to run. A cancelled ad may continue to run
for up to 24 hours before such cancellation takes effect. Upon cancellation
of any ad or termination of this Agreement for any reason, (i) you shall
remain liable for any amount due for clicks already delivered or for
clicks on any ad(s) through the date such cancellation or termination
takes effect.
- Confidentiality. Each party agrees not to disclose
Confidential Information of the other party without prior written consent
except as provided herein. "Confidential Information" includes
(i) ads, prior to publication, (ii) submissions or modifications relating
to any advertising campaign, (iii) clickthrough rates or other statistics
(except in an aggregated form that includes no identifiable information
about you), and (iv) any other information designated in writing as
"Confidential." It does not include information that has become
publicly known through no breach by a party, or has been (i) independently
developed without access to the other party's Confidential Information;
(ii) rightfully received from a third party; or (iii) required to be
disclosed by law or by a governmental authority.
- No Guarantee. StarchDoggy Web Services makes no guarantee
regarding the levels of impressions or clicks for any ad on its site
or those of its Partners. StarchDoggy Web Services may offer the same
Target to more than one advertiser. You may not receive any impressions
for your ad(s) if for a given Target there are more advertisers than
available display positions.
- No Warranty. StarchDoggy Web Services MAKES NO WARRANTY,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING
AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS
OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
- Limitations of Liability; Force Majeure. In no event
shall StarchDoggy Web Services or any Partner be liable for any act
or omission, or any event directly or indirectly resulting from any
act or omission of Advertiser, Partner, or any third parties (if any).
EXCEPT FOR THE PARTIES' INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS
HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT
FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES
WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING
ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) StarchDoggy
Web Services'S AGGREGATE LIABILITY TO ADVERTISER UNDER THIS AGREEMENT
FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID TO StarchDoggy Web Services
BY ADVERTISER FOR THE AD GIVING RISE TO THE CLAIM. Each party acknowledges
that the other party has entered into this Agreement relying on the
limitations of liability stated herein and that those limitations are
an essential basis of the bargain between the parties. Without limiting
the foregoing and except for payment obligations, neither party shall
have any liability for any failure or delay resulting from any condition
beyond the reasonable control of such party, including but not limited
to governmental action or acts of terrorism, earthquake or other acts
of God, labor conditions, and power failures.
- Payment. You agree to pay all applicable charges under
this Agreement, including any applicable taxes or charges imposed by
any government entity, and that StarchDoggy Web Services may change
its minimum pricing at any time. If you dispute any charge made under
the Program, you must notify StarchDoggy Web Services in writing within
sixty (60) days of any such charge; failure to so notify StarchDoggy
Web Services shall result in the waiver by you of any claim relating
to any such disputed charge. Charges shall be calculated solely based
on records maintained by StarchDoggy Web Services. No other measurements
or statistics of any kind shall be accepted by StarchDoggy Web Services
or have any effect under this Agreement.
- Representations and Warranties. You represent and
warrant that (a) all of the information provided by you to StarchDoggy
Web Services to enroll in the Program is correct and current; (b) you
hold all rights to permit StarchDoggy Web Services and any Partner(s)
to use, reproduce, display, transmit and distribute ("Use")
your ad(s); and (c) StarchDoggy Web Services and any Partner(s) Use,
your Target(s), and any site(s) linked to, and products or services
to which users are directed, will not, in any state or country where
the ad is displayed (i) violate any criminal laws or third party rights
giving rise to civil liability, including but not limited to trademark
rights or rights relating to the performance of music; or (ii) encourage
conduct that would violate any criminal or civil law. You further represent
and warrant that any Web site linked to your ad(s) (i) complies with
all laws and regulations in any state or country where the ad is displayed;
(ii) does not breach and has not breached any duty toward or rights
of any person or entity including, without limitation, rights of publicity
or privacy, or rights or duties under consumer protection, product liability,
tort, or contract theories; and (iii) is not false, misleading, defamatory,
libelous, slanderous or threatening.
- Your Obligation to Indemnify. You agree to indemnify,
defend and hold StarchDoggy Web Services, its agents, affiliates, subsidiaries,
directors, officers, employees, and applicable third parties (e.g.,
all relevant Partner(s), licensors, licensees, consultants and contractors)
("Indemnified Person(s)") harmless from and against any and
all third party claims, liability, loss, and expense (including damage
awards, settlement amounts, and reasonable legal fees), brought against
any Indemnified Person(s), arising out of, related to or which may arise
from your use of the Program, your Web site, and/or your breach of any
term of this Agreement. Customer understands and agrees that each Partner,
as defined herein, has the right to assert and enforce its rights under
this Section directly on its own behalf as a third party beneficiary.
- Information Rights. StarchDoggy Web Services may retain
and use for its own purposes all information you provide, including
but not limited to Targets, URLs, the content of ads, and contact and
billing information. StarchDoggy Web Services may share aggregate (i.e.,
not personally identifiable) information about you with advertisers,
business partners, including syndication Partners, sponsors, and other
third parties. If you elect to participate in the syndication program,
the display of your ad on Partner Site(s) will provide access to Partner(s)
to the content of your ads, including the URL(s), and any contact or
other information that can be obtained through such URL(s), as well
as data regarding queries or clicks on directory categories that may
enable such Partner(s) to determine your Targets.
- Miscellaneous. Any decision made by StarchDoggy Web
Services under this Agreement shall be final. StarchDoggy Web Services
shall have no liability for any such decision. You will be responsible
for all reasonable expenses (including attorneys' fees) incurred by
StarchDoggy Web Services in collecting unpaid amounts under this Agreement.
This Agreement shall be governed by the laws of California, except for
its conflicts of laws principles. Any dispute or claim arising out of
or in connection with this Agreement shall be adjudicated in Santa Clara
County, California. This constitutes the entire agreement between the
parties with respect to the subject matter hereof. Any modifications
to this Agreement must be made in a writing executed by both parties.
The waiver of any breach or default of this Agreement will not constitute
a waiver of any subsequent breach or default. If any provision herein
is held unenforceable, then such provision will be modified to reflect
the parties' intention, and the remaining provisions of this Agreement
will remain in full force and effect. Advertiser may not resell, assign,
or transfer any of its rights hereunder. Any such attempt may result
in termination of this Agreement, without liability to StarchDoggy Web
Services. The relationship(s) between StarchDoggy Web Services and the
"Partners" is not one of a legal partnership relationship,
but is one of independent contractors. This Agreement shall be construed
as if both parties jointly wrote it.
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