Advertising Terms of Service

These terms and conditions shall apply to all Advertisements submitted to and accepted by Fuse Media Corp. An Advertisement submitted to Fuse Media Corp shall not be deemed to have been accepted unless and until either confirmed in writing by Fuse Media Corp or the campaign commences and the first Advertisement appears in the relevant medium including but not limited to Newsletters, Applications, E-Mail Campaign or Internet Site. By submitting an Advertisement to Fuse Media Corp the Customer agrees to be bound by these terms and conditions as principal, even if it is acting as agent or buyer for the actual advertiser. A Customer’s standard terms and conditions of purchase or other standard terms and conditions shall not apply.

1. Display of Advertising Material

• Fuse Media Corp may redesign its site in its sole discretion at any time. If any redesign materially and adversely affects the placement of one or more advertisements, or if Fuse Media Corp is otherwise unable to display such advertisements, Fuse Media Corp will work with advertiser to display the affected advertisements elsewhere in comparable areas of the Fuse Media Corp site.
• The advertising inventory under this Insertion Order is for use solely by the Advertiser and may not be used by any third party.
• Any guarantees are to impressions (as measured by Fuse Media Corp in accordance with its standard methodologies and protocols), not “click throughs”. Fuse Media Corp will provide Advertiser with standard usage information related to the advertisements. Advertiser may not disclose such information to any third party without Fuse Media Corp’s express prior written consent.
• Fuse Media Corp may discontinue the display of advertisements if the total number of impressions for any specified display period is reached prior to the scheduled display stop date. If there is a shortfall in delivery of impressions as of the end of a specified display period, Fuse Media Corp will provide, as Advertiser’s sole remedy, “make good” impressions through comparable placements, to be delivered no later than ninety (90) days following the end of the term.
• Advertisers must provide all necessary artwork and active URLs to Fuse Media Corp in the time frame and the specified within the Advertising Specifications.
• Fuse Media Corp will be entitled to reject or discontinue advertisements at any time. In such event, Advertiser will be responsible for only a pro-rata portion of payments due hereunder, based on impressions delivered (the “Pro-rata Payments”).
• Advertiser shall bear full responsibility for all products or services offered, sold, or licensed through the advertisements or the Advertiser’s website. Advertiser will collect and pay all taxes related to the sale or licensing of such products or services.

2. Legal Terms & Conditions

• License and Warranties. Advertiser hereby grants Fuse Media Corp the right to market, display, reproduce (including compression and temporary storage), distribute, perform, transmit and promote the advertisements together with any content or materials on any interactive site linked to the advertisements through the Fuse Media Corp website. Advertiser certifies that it has all necessary rights and permissions to offer, sell and/or license such products and services through the advertisements and the Advertiser’s website, and that the advertisements and the Advertiser’s website do not and will not violate any applicable laws or regulations or any third-party rights (including, without limitation, intellectual property rights), or contain any libelous or defamatory materials. Advertiser certifies that the advertisements and the Advertiser’s website will at all times comply with all standard, written policies applicable to Fuse Media Corp , including the privacy policies and advertising specifications.
• Fuse Media Corp Trademarks. Advertiser shall not use, display or modify Fuse Media Corp ’s trademarks in any manner without the prior written consent of Fuse Media Corp .
• Limitation of Liability; Disclaimer; Indemnification. (A) Except in connection with the confidentiality, solicitation, tax and indemnity provisions herein, damages under this agreement shall be limited to direct damages, (B) Fuse Media Corp does not make and specifically disclaims any representations or warranties, express or implied, and under no circumstances will Fuse Media Corp ’s aggregate liability hereunder or in connection herewith (including, without limitation, in respect of the indemnity below) exceed the advertising fees actually paid by Advertiser to Fuse Media Corp hereunder, and© each party (“indemnifying party”) hereby agrees to indemnify, defend and hold harmless the other party and the officers, directors, agents, affiliates, distributors, franchises and employees of the other party from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of any material breach by indemnifying party of any duty, representation or warranty under these Terms and Condition.
• Neither Fuse Media Corp nor its affiliates shall have any liability whatsoever by reason of error for which they may be responsible in any advertisement beyond liability to give the advertiser or advertising agency credit for so much of the space occupied by the advertisement as is materially affected by the error; and its obligation to give such credit shall not apply unless it is notified of the inaccuracy within 48 hours following the posting error.
• Fuse Media Corp does not guarantee any given level of circulation, distribution, reach or readership for any advertisement.
• The advertiser and advertising agency jointly and severally assume liability for all content (including text representation, illustrations, updates and links to other internet content) of advertisements published and also assumes responsibility for any claims arising therefrom made against Fuse Media Corp or its affiliates, including all costs associated with defending any such claim.
• All advertising copy provided to Fuse Media Corp that may be mistaken by a reader as news, feature or other non-advertising materials must be clearly marked “advertisement”.
• Fuse Media Corp shall not be liable to the Advertiser for any technical malfunction, computer error or loss of data or other injury, damage or disruption to advertisements or any web sites.
• In the event an account is referred to a third party for collection, advertiser and advertising agency agree to pay all collection fees including attorneys’ fees and court costs incurred to effect collection.

3. Solicitation; Privacy Policy; User Information

• Advertiser shall not send unsolicited, commercial email or other online communications (e.g., “spam”) through or into Fuse Media Corp and shall comply with all standard Fuse Media Corp bulk email policies.
• Advertiser shall ensure that its collection, use and disclosure of information obtained from Fuse Media Corp users under this Insertion Order complies with all applicable laws, regulations and privacy policies.
• Advertiser shall not disclose such user information to any party, nor shall Advertiser use or allow any other party to use such user information in any manner that is or could reasonably be expected to be used by or on behalf of any product or service competitive with Fuse Media Corp . This section shall survive the completion, expiration, termination or cancellation of this Insertion Order for a period of two (2) years.

4. Confidentiality.

Both parties will keep the existence and terms of this Insertion Order confidential and neither party will publish any press release related hereto without the prior written consent of the other party.

5. Payment

• Unless otherwise agreed by Fuse Media Corp in writing, Fuse Media Corp shall invoice the Customer for all amounts prior to the date of first publication of the first applicable Advertisement. Invoices must be paid prior to any advertising published on the customers behalf..
• Fuse Media Corp may charge interest on all sums outstanding beyond the date on which they are due for payment. Interest may be charged on that basis from the due date of payment until the actual date payment is paid at the rate of 3% above the base rate of National Westminster Bank plc.
• Bone fide advertising agencies, with whom Fuse Media Corp have previously contracted, will be allowed a commission of up to 15% of Fuse Media Corp ’s applicable rate on Space, position and color of advertisement only.
• The Customer will be short-rated if within 52 weeks of its first Advertisement it does not use the total number of Advertisements upon which its rates have been based, pursuant to the Rate Card. The Customer will be rebated if within 52 weeks of its first Advertisement sufficient Advertisements have been placed entitling the Advertiser to a lower rate than at which they have been invoiced, pursuant to the Rate Card.
• Where applicable, all applicable taxes, including without limitation VAT and taxes on advertising space, will be the responsibility of the Customer and shall be paid in addition by the Customer.
• Fuse Media Corp reserves the right to change the rates in the Rate Card at any time. The then current prevailing Rate Card is available to Customers on request from the Fuse Media Corp advertising department.

6. Termination

• Either party may terminate this Insertion Order in the event of a material breach of this Insertion Order by the other party, which remains uncured after ten (10) days written notice thereof. In addition, Fuse Media Corp may terminate this Insertion Order upon a material breach by Advertiser of any other agreement between the parties which is not cured within cure period set forth in such agreement. If Fuse Media Corp terminates this Insertion Order due to Advertiser’s material breach of any requirement of this Insertion Order or of any other written agreement with Fuse Media Corp , all of Advertiser’s payment obligations hereunder shall survive such termination. If Advertiser terminates this Insertion Order due to Fuse Media Corp ’s material breach of this Insertion Order, Advertiser will be responsible only for the Pro-rata Payments.
• Fuse Media Corp may terminate this Insertion Order at any time for any reason upon thirty (30) days written notice to Advertiser (or upon such shorter notice as may be designated by Fuse Media Corp in the event that Fuse Media Corp believes in good faith that further display of the advertisements will expose Fuse Media Corp to liability or other adverse consequences). In such event, Advertiser will be responsible only for only the Pro-Rata Payments.

7. Miscellaneous

• This Insertion Order sets forth the entire agreement between Advertiser and Fuse Media Corp with respect to the transactions set forth herein, and supersedes any and all prior agreements of Fuse Media Corp or Advertiser with respect to such transactions. If an advertising agency signs this Insertion Order on behalf of Advertiser, the agency thereby represents and warrants that it has full authority to bind Advertiser to the terms of this Insertion Order and that it will ensure that Advertiser complies with all such terms.
• Advertiser shall not make any assignment of this Insertion Order or any rights benefits or obligations hereunder (including, without limitation, by way of merger or consolidation) without the prior written consent of Fuse Media Corp . In the event of an assignment, this Insertion Order shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.
• This Insertion Order shall be interpreted, construed and enforced in accordance with the laws of the State of New York, except for its conflicts of laws principles. Advertiser hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of New York and the federal courts situated in the State of New York in connection with any action arising under this Insertion Order.
• The Customer hereby grants Fuse Media Corp all rights that Fuse Media Corp requires to fulfill the Advertisement Order.
• Fuse Media Corp may either (as it shall choose at its discretion) refuse or require to be amended any Material relating to an Advertisement that does not comply with Fuse Media Corp 's standards or which, in the reasonable opinion of Fuse Media Corp , is or may be, defamatory, obscene, illegal, infringe the intellectual property rights or other rights of a third party or fail to comply with any relevant legislation or code of practice.
• Fuse Media Corp reserves the right to place the word “Advertisement” in any Advertisement containing Material which in Fuse Media Corp 's opinion resembles editorial matter. Such Advertisements must additionally conform with Fuse Media Corp 's guidelines concerning advertising that resembles editorial matter (Advertisement Features, Advertorial) that are available to the Customer on request, or via the Fuse Media Corp advertising website .
• Fuse Media Corp shall not be liable for delay or failure caused by acts of God, suppliers, contractors, distributors, any government, flood, insurrection, embargo, strikes whether legal or illegal or other contingencies beyond Fuse Media Corp 's control.
• Material, unless otherwise agreed in writing, shall be held stored for a minimum of 12 months from receipt. Thereafter, Fuse Media Corp shall have the right to destroy such Material without further notice to the Customer.
• The Customer shall provide Fuse Media Corp with all necessary Material by any date stipulated by Fuse Media Corp . If the Customer fails to provide such Material by such date then Fuse Media Corp does not guarantee to fulfill its obligations under the Advertisement Order and accepts no liability for a failure to do so. (This is in addition to Fuse Media Corp’s rights above).
• If any provision of these terms and conditions is held for any reason to be ineffective or unenforceable in whole or in part this shall not affect the validity or enforceability of the other terms and conditions set out herein.
• No waiver by Fuse Media Corp of any breach if these terms and conditions will be treated as a waiver of any subsequent breach of the same or any other provision.
• Variations to these terms and conditions will only be effective if made in writing and signed by an authorized representative of Fuse Media Corp at Fuse Media Corp management or advertising department sales representative level, and the Customer.
• Fuse Media Corp employees are not authorized to make any representations concerning Fuse Media Corp ’s services unless confirmed by Fuse Media Corp in writing.
• Nature and Fuse Media Corp are registered trademarks of the Fuse Media Corp Group and Fuse Media Corp does not permit the use of its registered trademarks by third parties without a written license agreement expressly authorizing the specific use in question.
• These terms and conditions shall be governed by and construed in accordance with the laws of the United States of America without regard to the principles of conflict of laws. The parties hereto submit to the exclusive jurisdiction of the US courts.