Introduction: This Agreement
between you and Elliott Wave Signals consists of these Terms and
Conditions. "You" or "Advertiser" means the entity identified in the
enrollment form, and/or any agency acting on its behalf, which shall also
be bound by the terms of this Agreement. Please read very carefully these
Terms and Conditions.
Uses: You agree that your ads may
be placed on (i) Elliott Wave Signals' web site (ElliottWaveSignals.com)
owned and operated by Jesse Villanueva or (ii) Any ads may be modified
without your consent to comply with any policy of Elliott Wave Signals.
Elliott Wave Signals reserves the right to, and in its sole discretion
may, at any time review, reject, modify, or remove any ad. No liability of
Elliott Wave Signals and/or its owner(s) shall result from any such
decision.
Parties' Responsibilities: You
are responsible for your own site and/or service advertised in the Elliott
Wave Signals web site. You are solely responsible for the advertising
image creation, advertising text and for the content of your ads,
including URL links. Elliott Wave Signals 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.
Impressions Count: Any hit to
Elliott Wave Signals' web site is counted as an impression. Due to our
advertising price we do not differentiate from users or automated robots.
If you access Elliott Wave Signals' web site and see your own banner ad,
it will be counted as a valid impression. Only in the case of Elliott Wave
Signals' web site administrator will the impressions not be counted.
Termination, Cancellation:
Elliott Wave Signals may at any time, in its sole discretion, terminate
the Campaign, terminate this Agreement, or cancel any ad(s) or your use of
any target spot. Elliott Wave Signals will notify you via email of any
such termination or cancellation, which shall be effective immediately. No
refund will be made for any reason. Remaining impressions will be stored
in a database and you will be able to request another campaign to complete
your inventory. You may cancel any ad and/or terminate this Agreement with
or without cause at any time. Termination of your account shall be
effective when Elliott Wave Signals receives your notice via email. No
refund will be made for any reason. Remaining impressions will be stored
in a database for future use by you and/or your company.
Content: Elliott Wave Signals
web site does not accept advertising that contains: (i) pornography, (ii)
explicit adult content, (iii) moral questionable content, (iv) illegal
content of any kind, (v) illegal drugs promotion, (vi) racism, (vii)
politics content, (viii) religious content, and/or (ix) fraudulent
suspicious content. If your advertising and/or target web site has any of
this content and you purchased an advertising package, you will not
receive refund of any kind but your banner ad impressions will be stored
for future use.
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 aggregate 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: Elliott Wave
Signals makes no guarantee regarding the levels of clicks for any ad on
its site. Elliott Wave Signals may offer the same target spot to more than
one advertiser. You may not receive exclusivity unless a special contract
stating so is executed between Elliott Wave Signals and you.
No Warranty:Elliott Wave Signals MAKES
NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ADVERTISING AND OTHER
SIMILAR SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF
NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
Limitations of Liability: In no
event shall Elliott Wave Signals 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, PUNITIVE, OR OTHER 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)
Elliott Wave Signals'
AGGREGATE LIABILITY TO ADVERTISER UNDER THIS AGREEMENT FOR ANY CLAIM IS
LIMITED TO THE AMOUNT PAID TO Elliott Wave Signals 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 in
advance the cost of the advertising. Elliott Wave Signals will not setup
any banner ads campaign(s) unless the payment process is complete. Elliott
Wave Signals may change its pricing at any time without prior notice. If
you have an advertising campaign running and/or impressions stored for
future use for any mentioned cause and Elliott Wave Signals changes its
pricing, you will not need to pay any difference. Your purchased banners
fee will remain effective until such time that this agreement is
terminated or renewed. Charges shall be calculated solely based on records
maintained by Elliott Wave Signals. No other measurements or statistics of
any kind shall be accepted by Elliott Wave Signals or have any effect
under this Agreement.
Representations and Warranties:
You represent and warrant that (a) all of the information provided by you
to Elliott Wave Signals to enroll in the Advertising Campaign is correct
and current; (b) you hold all rights to permit Elliott Wave Signals and
any Partner(s) to use, reproduce, display, transmit and distribute your
ad(s); and (c) your target site(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, but not limited
to, 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 Elliott Wave Signals, 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 Advertising Program, your Web site,
and/or your breach of any term of this Agreement. You understand and agree
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: Elliott
Wave Signals 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. Elliott Wave Signals may share this
information about you with business partners and/or sponsors. Elliott Wave
Signals will not sell your information. Your name, web site's URL and
related graphics shall be used by Elliott Wave Signals in its own web site
at any time as a sample to the public, even if your Advertising Campaign
has been finished.
Miscellaneous: Any decision
made by Elliott Wave Signals under this Agreement shall be final. Elliott
Wave Signals shall have no liability for any such decision. You will be
responsible for all reasonable expenses (including attorneys' fees)
incurred by Elliott Wave Signals in collecting unpaid amounts under this
Agreement. This Agreement shall be governed by the laws of the state of
Washington, USA. Any dispute or claim arising out of or in connection with
this Agreement shall be adjudicated in the state of Washington, USA. This
constitutes the entire agreement between the parties with respect to the
subject matter hereof. 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 Elliott Wave Signals and without any
refund. The relationship(s) between Elliott Wave Signals 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.
