African and Asian American Unity - Advertising Terms and Conditions

• PARTIES:

  Pursuant to this binding agreement between African and Asian American Unity, and the Advertising Company ("Advertiser"), Advertiser shall pre-pay to African and Asian American Unity the total amount due for Advertising Request. African and Asian American Unity shall reserve six (6) guaranteed months of Advertising Space from the Start Date on the African and Asian American Unity website located at http://www.AAAUnity.com, as detailed on the AAAUnity.com Advertising Information page. The AAAUnity.com Advertising Information page is located on the World Wide Web at: http://www.aaaunity.com/ads.html.

• DEFINITIONS:

  "Advertising Space" means the Advertisement or Advertisements, placed on AAAUnity.com, with a defined Start Date listed in the Insertion Order.

  "Advertisement" means all graphic files and text supplied by the Advertiser which can be selected by the users as a link to another location on the World Wide Web.

  "Slot" means an HTML page on AAAUnity.com which may include Advertising Space and the Advertiser's Advertisement.

  "AAAUnity.com" means the Internet publication owned and operated by African and Asian American Unity and found on the World Wide Web at http://www.AAAUnity.com.

  "Start Date" means the first date Advertisement will be placed on AAAUnity.com as listed in the Insertion Order.

• PAYMENT:

  African and Asian American Unity reserves the right to hold Advertiser and its authorized advertising agent jointly and severally liable for any and all amounts owed. If payments are not made in a timely manner, African and Asian American Unity, at its option, may terminate this Agreement immediately. New Advertisers must pay the total amount due by the start date listed in the Insertion Order. If Advertiser chooses to renew Advertisement, payment shall be due net 30 days from date of invoice. All payments due hereunder are in U.S. dollars and are exclusive of any applicable taxes, for which Advertiser shall be responsible. All payments must be made by Advertiser’s United States business registered check payable to “African and Asian American Unity” or via Advertiser's PayPal account.

• CANCELLATIONS/REFUNDS:

  Advertiser may cancel this Agreement at any time on thirty (30) days written notice to African and Asian American Unity. A full refund will be issued if Advertiser cancels Advertisement prior to the scheduled start date listed in the Insertion Order. Advertiser understands that no refunds will be issued after the scheduled start date listed in the Insertion Order. African and Asian American Unity may, at its sole discretion, cancel the Advertisement with 7 days notice without refund.

• RIGHT OF REFUSE UNACCEPTABLE ADVERTISING:

  African and Asian American Unity reserves the right to refuse any Advertisement that does not completely conform to every detail, instruction, method, and guideline set in the Ad Specifications which can be found on the AAAUnity.com Advertising Information page located at: http://www.aaaunity.com/ads.html. African and Asian American Unity reserves the right to refuse any Advertisement banner that does not arrive five days before the Advertiser would like the banner to be published online. African and Asian American Unity does not accept advertising from companies that produce or provide pornographic, racist, tobacco or alcohol products or services (which African and Asian American Unity shall have complete discretion to define), or their subsidiaries, or foundations funded by such companies whose function is to improve acceptance of such products by the public. This Agreement will be terminated by African and Asian American Unity immediately if Advertiser fails to disclose (or conceals or misrepresents) any involvement with pornographic, racist, tobacco, or alcohol products or services. In addition, African and Asian American Unity may in its complete discretion refuse the use of any other advertising that it deems inappropriate.

• ADVERTISING IMPRESSIONS/CLICK THROUGHS:

  Advertiser understands and agrees that African and Asian American Unity will not track advertisements for click-through or impression statistics. African and Asian American Unity makes no guarantee regarding the level of impressions or click-through rates for any Advertisement.

• TRUTH IN ADVERTISING/INDEMNIFICATION FOR LIABILITY:

  Advertiser is solely responsible for any legal liability arising out of or relating to (1) the Advertisement, and/or (2) any material to which users can link through the Advertisement. Advertiser represents and warrants that the Advertisement and Link comply with African and Asian American Unity’s advertising standards; and that it holds the necessary rights to permit the use of the Advertisement and Link by African and Asian American Unity for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of the Advertisement will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity. Advertiser agrees to indemnify African and Asian American Unity and to hold African and Asian American Unity harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by African and Asian American Unity arising out of or related to Advertiser's breach of any of the foregoing representations and warranties.

• NO REPRESENTATIONS OR WARRANTIES:

  AALL SERVICES PROVIDED TO ADVERTISER THAT ARE SUBJECT OF THESE TERMS AND CONDITIONS ARE PROVIDED WITHOUT WARRANTIES OF ANY NATURE, AND AFRICAN AND ASIAN AMERICAN UNITY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

• LIMITATION ON DAMAGES:

  IN NO EVENT WILL AFRICAN AND ASIAN AMERICAN UNITY BE LIABLE TO ADVERTISER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT AFRICAN AND ASIAN AMERICAN UNITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL AAAUNITY OR ANY OF ITS AFFILIATES BE LIABLE TO ADVERTISER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY AFRICAN AND ASIAN AMERICAN UNITY FROM ADVERTISER FOR THE ADVERTISEMENT(S) AT ISSUE.

• NO USE OF AFRICAN AND ASIAN AMERICAN UNITY'S NAME:

  Neither party will issue any press release or make any public announcement(s) relating in any way whatsoever to this Agreement or the relationship established by this Agreement without the express prior written consent of the other party, which consent shall not be unreasonably withheld, provided that African and Asian American Unity may make informational references to advertising on African and Asian American Unity and Advertiser’s participation therein in publicity and press releases without obtaining Advertiser’s consent.

• CONFIDENTIALITY:

  The provisions of this Agreement and all communications passing between the Advertiser and African and Asian American Unity are confidential and must not be disclosed to any third party except: (a) by the Advertiser to its qualified accountants or legal advisers, (b) by African and Asian American Unity to its qualified accountants or legal advisers, or (c) as otherwise agreed by the parties in writing or as otherwise required by law.

• ASSIGNMENT:

  Advertiser may not assign this agreement, in whole or in part, without African and Asian American Unity’s written consent. Any attempt to assign this Agreement without such consent will be null and void.

• GOVERNING LAW:

  This Agreement will be governed by and construed in accordance with the laws of the State of New York, USA. Advertiser consents to the exclusive jurisdiction and venue of the courts in New York County, New York for all disputes arising out of or relating to the subject matter hereof.

• ENTIRE AGREEMENT:

  This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter, provided that all pricing will be governed by the AAAUnity.com Advertising Information page, whether printed on paper or electronically. The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any purchase order. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. If any provision of these standard advertising terms and conditions is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions shall remain valid and enforceable, and the unenforceable provisions shall be deemed modified to the extent necessary to make them enforceable. No joint venture, partnership, employment, or agency relationship exists between Advertiser and African and Asian American Unity. African and Asian American Unity may send any notices, notifications or other communications to Advertiser via electronic mail and/or US Postal mail. All notices to African and Asian American Unity relating to any legal claims or matters must be made in writing via overnight courier to: African and Asian American Unity, 305 Madison Avenue, Suite 449, New York, NY 10165, ATTN: Michael King.