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1.
General. A deposit must be submitted to ucrawl.com in
advance of initial advertising date. By submitting advertising for
inclusion on ucrawl.com, advertiser/agency agrees to be bound
by the terms of this contract. No conditions other than those set
forth herein shall be binding on ucrawl.com. This contract
supersedes any previous agreements between ucrawl.com and
advertiser/agency relating to the subject matter set forth herein. ucrawl.com's
only obligation to serve advertisements hereunder shall be to serve
advertisements of the advertiser described herein, and in no event
shall ucrawl.com be obligated to serve advertisements for any
other advertiser.
2. Changes
and Cancellations. Cancellations and changes can be made via the
advertiser login. ucrawl.com's advertising specifications are
accessible through the advertiser login. ucrawl.com reserves
the right to change any of its advertising specifications at any
time.
4.
Delivery, Frequency and Makegood. All figures relating to the
number of advertisements served as determined by ucrawl.com
shall govern, regardless of whether advertiser/agency is using the
services of a third party ad server. If ucrawl.com fails to
provide the guaranteed number of impressions, ucrawl.com will
make good on this contract.
6. Key
Words and Phrases. ucrawl.com offers no exclusivity on
keywords or phrases. Each advertiser will be given ranking positions
based upon the bid they enter on keywords/phrases.
8.
Rejections. ucrawl.com reserves the right, without
liability, to reject, omit or exclude any advertisement or to reject
or terminate any links, buttons, boxes or banners for any reason at
any time, with or without notice to the advertiser/agency, and
whether or not such advertisement, link, button, box or banner was
previously acknowledged, accepted, or published.
9. Licenses
and Indemnification. Advertiser/agency grants ucrawl.com
the right to use, reproduce, publicly display and distribute
advertiser's advertisments and collateral information and warrants
that advertiser/agency has the right to grant such license.
Advertiser/Agency represents that the advertiser is the owner or is
licensed to use the entire contents and subject matter contained in
its advertisements and collateral information, including, without
limitation, (a) the names and/or pictures of persons; (b) any
copyrighted material, trademarks, service marks, logos, and/or
depictions of trademarked or service marked goods or services; and
(c) any testimonials or endorsements contained in any advertisement
submitted to ucrawl.com. In addition, advertiser/agency
represents that the advertiser's advertisements and collateral
information do not violate any applicable local, state or federal
law or regulation. In consideration of ucrawl.com's acceptance
of such advertisements and information for publication, the
advertiser and agency will jointly and severally indemnify and hold
harmless ucrawl.com and its officers, directors, shareholders,
employees, accountants, attorneys, agents, parent, affiliates,
subsidiaries, successors and assigns from and against any and all
third party claims, damages, liabilities, costs and expenses,
including reasonable legal fees and expenses, arising out of or
related to: (i) advertiser/agency's breach of any covenants,
representations and warranties made therein, (ii) ucrawl.com's
performance under this contract, and (iii) the copying, printing,
distributing, transmitting or publishing of advertiser's/agency's
advertisements or collateral information by ucrawl.com.
10.
Limitation of Liability. UNDER NO CIRCUMSTANCES WILL ucrawl.com
BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, INCLUDING, WITHOUT LIMITATON, FOR LOST INCOME OR PROFITS,
IN ANY WAY ARISING OUT OF OR RELATED TO THIS CONTRACT, EVEN IF ucrawl.com
HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
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