Terms & Conditions for Advertisers

Terms & Conditions for Advertisers in The Language Forum

 

This Advertising Agreement sets forth the terms upon which the Advertiser identified herein shall be permitted to advertise on the The Language Forum’s website.

 

Terms of payment:

Payments are be made through PayPal.

All payments made to The Language Forum shall be made in Euros, and the Irish VAT rate will be paid by advertisers, where applicable. For international payments, the quote will be converted from the international currency into Euros at the prevailing rate of exchange on the day of the transaction.

Acceptance of advertising is subject to space availability upon receipt of signed contract or insertion order by The Language Forum.

 

Advertiser Representations:

The advertiser warrants and represents to The Language Forum that:

  1. It has the right to publish the contents of the advertisement without infringement of any rights of any third party including, without limitation, intellectual property rights;

 

  1. It has complied with the codes of practice issued by the Internet Advertising Bureau regarding electronic and on-line advertising and all other relevant industry codes of practice;

 

  1. It will be fully responsible for the terms (including, without limitation, product restriction, price and compliance with all applicable laws and regulations) of any contract for the sale of goods or services to users who have seen the ad displayed by The Language Forum;

 

  1. The Advertiser agrees to indemnify The Language Forum forthwith on demand and hold The Language Forum harmless against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by The Language Forum in connection with any claims, actual or threatened, of any kind (including, without limitation, breach of contract, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false of misleading advertising or sales practices) arising from the advertisement and/or any material of the advertiser to which users can link through the advertisement and any other contract entered into for the purchase of the advertised goods or services.

 

  1. The Advertiser will defend or settle at its own expense any action or other proceedings brought against The Language Forum that relates to which users can link through the advertisement. The Language Forum shall notify the advertiser promptly of any such claim and shall permit the advertiser to assume control the defense of such action with competent Counsel chosen by the advertiser (who shall be reasonably acceptable to The Language Forum) and shall not enter into any settlement or compromise of any such claim without the Advertiser´s prior written consent. The Advertiser shall pay any and all costs, damages and expenses (including but not limited to reasonable legal fees and costs) awarded or incurred by The Language Forum in any such action or proceedings, including post-judgment and appellate proceedings.

 

  1. The Language Forum reserves the right to re-design parts of or its entire website and to re-position advertising and sponsorship accordingly without prior notice;

 

  1. The practice of deep linking may be necessary, thus enabling visitors to by-pass your home pass to visit specific areas of your website directly:

 

  1. Positioning of advertisements is at the sole discretion of The Language Forum, except where a request for a specific preferred position is acknowledged by The Language Forum in writing. All materials must be received by the agreed date, otherwise the preferred position may be lost, reduced, or in the case of directory listings of fixed positions advertisements, the insertion term may be reduced.

 

  1. Cancellation policy: Any campaign can be canceled without charge up to 15 days before the scheduled start date of the campaign. Non-banner advertisements, company profiles and directory listings (where available) can be canceled without charge up to 15 days before the scheduled start of the campaign. Cancellation damages of 60 % of the advertising contract amount will be due and payable to The Language forum by the advertiser if campaigns are canceled by the advertiser less than 15 days before the scheduled start of the campaign. After a campaign has started all advertisements must run their contracted duration, but future placements may be canceled with 15 days of written notice. If advertiser received discounted rate for duration of contract and cancellation occurs, advertiser will be charged the difference between discounted rate and open rate card for all advertising than ran prior to cancellation.

 

  1. All contents of advertisements are subject to The Language Forum approval. The Language Forum, in its sole discretion, reserves the right to reject or cancel any advertisement, insertion order, space reservation or position commitment at any time, or remove any advertisement from any website page controlled by The Language Forum, or reject any URL link embodied within any advertisement if it violates any law, rule or regulation, is the subject of a claim asserted by an entity to trademarks, trade names, service marks or other proprietary rights or is otherwise objectionable to The Language Forum.

 

  1. The agreed duration of the ad campaign will begin from notification from The Language Forum

 

  1. The advertiser must notify The Language Forum as soon as it is reasonable by either email of any modifications or changes to be made.

 

  1. All insertion orders are accepted subject to provisions of the current rate chart. Rates are subject to change upon notice from The Language Forum. In the event of a rate increase during the period of the insertion order with one month´s notice or as of the date of the rate increase, whichever period is shorter, without penalty or to continue the order at the revised rate. Page impression based campaigns are monitored and invoiced according to figures by The Language Forum;

 

  1. Limitation of Liability.  Except as set forth in this Agreement, The Language Forum will not be liable, in contract, or in tort (including, without limitation, the tort of negligence) or for any indirect, incidental, exemplary damages, consequential or special damages arising from the subject matter of this Agreement, including loss of data, business, profits or goodwill or other damages.

 

  1.   Advertisement Content.  Advertiser will use its reasonable best efforts to ensure that no advertisements placed by Advertiser contain, or contain links to, content promoting the use of illegal substances; pornography; content promoting illegal activity, racism, hate, “spam,” mail fraud, pyramid schemes, or investment opportunities or advice not permitted by law; or content that is libelous, defamatory, or otherwise unlawful.

 

 

Other Provisions

 

The liability to The Language Forum in contract, tort, negligence, pre-contract or other representations or otherwise arising out of or in connection with these terms and conditions or the performance or observance of its obligations under these terms and conditions, and every applicable part of them shall be limited to the amendment of any inaccurate data in accordance with the above or in the event that the online publisher fails to electronically publish an advertisement, the advertiser´s sole remedy and the online publisher´s entire liability to the advertiser shall be limited at the online publisher´s option to either a  refund of the advertisement fee or relevant portion thereof, or, if the parties mutually agree, placement of the advertisement at a later time in a comparable position.  UNDER NO CIRCUMSTANCES, SHALL THE LANGUAGE FORUM’S LIABILITY EXCEED THE AMOUNT IT HAS BEEN PAID BY ADVERTISER.

 

ADDITIONAL DISCLAIMER OF LIABILITY:  UNDER NO CIRCUMSTANCES SHALL THE LANGUAGE FORUM BE LIABLE FOR ANY ECONOMIC LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS); OR ANY LOSS OF GOODWILL OR REPUTATION; OR ANY SPECIAL OR INDIRECT OR CONSEQUENTIAL LOSSES; IN ANY CASE WHETHER OR NOT SUCH LOSSES WERE WITHIN THE CONTEMPLATION OR EITHER PARTY AT THE DATE ON WHICH THE EVENT GIVING RISE TO THE LOSS OCCURRED, SUFFERED OR INCURRED BY A PARTY ARISING OUT OF OR IN CONNECTION WITH THE PROVISIONS OF ANY MATTER UNDER THESE TERMS AND CONDITIONS. IN PARTICULAR, AND WITHOUT ANY LIMITATION, THE ADVERTISER ACKNOWLEDGES THAT THE LANGUAGE FORUM WILL BE NOT LIABLE FOR SUCH LOSSES WHETHER ARISING FROM A FAILURE TO PUBLISH AND ADVERTISEMENT, OR FROM THE INACCURACY OF ANY DATA CONTAINED IN ANY ADVERTISEMENTS (WHETHER SUCH INACCURACY ARISES FROM ANY ACTION, OR FAILURE TO ACT, OF THE ONLINE PUBLISHER, THE ADVERTISER OF A THIRD PARTY).  THE LANGUAGE FORUM MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE LANGUAGE FORUM SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE NUMBER OF PERSONS WHO WILL ACCESS THE ADVERTISEMENTS AND ANY BENEFIT ADVERTISER MIGHT OBTAIN THEREFROM.

 

Assignment. The Advertiser may not assign or otherwise transfer, whether voluntarily or by operation of law, any rights or obligations under this Agreement without the prior written consent of The Language Forum.

 

The Language Forum shall have the right to hold the advertiser or its agent liable for such monies are due and payable to The Language Forum for advertising which the advertiser or its agent ordered and which advertising was published and displayed.

 

The Language Forum is not liable for delays in delivery and/or non-delivery in the event of any situation beyond the control of The Language Forum.  This includes without limitation, any loss or delay resulting from an force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any deadline shall be extended to the extent of any delay resulting from any force majeure event.

 

No conditions other than those set forth in the rate chart shall be binding on The Language Forum unless specifically agreed to in writing by The Language Forum.

 

In the event of any inconsistency between the insertion order and this agreement, this agreement shall prevail.

 

he Parties agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to the terms and conditions of this Agreement.

 

Every effort is made to keep any website operated by The Language Forum  running smoothly. However, The Language Forum takes no responsibility for, and will not be liable for, any website being temporarily unavailable due to technical issues beyond our control.

 

Advertiser understands that once this Agreement is executed, there shall be no refunds or proration of monies paid if advertiser elects to discontinue any advertisement prior to any applicable expiration date.

 

MISELLANEOUS

These terms and conditions (as amended from time to time) together with any document expressly referred to in any of the terms, contain the entire agreement between the parties relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or verbal, between the parties in relation to such matters. No verbal explanation or information given by any party shall alter the interpretation of these terms and conditions. Each party confirms that, in agreeing to these terms and conditions, it has not relied on any representation save insofar as the same has expressly been made a representation in these terms and conditions and agrees that is shall have no remedy in respect or any misrepresentation which has not become a term of these terms and conditions.

The invalidity, illegality or unenforceability of any provision of these terms and conditions shall not affect or impair the continuation in force of the remainder of these terms and conditions.

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.

Nothing in these terms and conditions shall be construed as creating a partnership or joint venture, or employment of any kind between the parties or as constituting either party as the agent or other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create liability against the other party in any way or for any purpose.

The Language Forum shall not be prevented from having other clients simply by virtue of entering this agreement with the Advertiser.

No Waiver.  This Agreement shall not be waived, modified, or amended except as expressly set forth in writing and signed by the parties hereto. Without limiting the generality of the foregoing, neither this Agreement nor any provision hereof shall be deemed amended or modified by, and no waiver of any term or condition hereof shall be implied from, or deemed to have occurred on account of, any course of conduct or course of dealing by either of the parties hereto or between the parties hereto.

 

CONTRACTUAL INFORMATION:

  • Signed insertion orders must be delivered at least 4 business days prior to the start of the insertion term.
  • Banner adverts must be delivered at least 4 business days prior to the start of the insertion term.
  • The advertiser shall provide the content the banner ad in HTML code.
  • All other advertising copy and material must be delivered at least 4 business days prior to the start of the insertion term.
  • All advertising requires a signed insertion order.
  • All programs start on weekdays (excluding bank holidays).
  • Websites with special offers and functionality integrated within pages managed by The Language Forum will incur an agreed upon monthly fee for site integration. If advertising services stop or are suspended then the advertiser will be required to make alternative arrangements for site integration components at their own expense.

 This Agreement will be governed by and construed in accordance with the laws of the County Cork in Cork, Ireland.

Any dispute arising out of these Terms & Conditions, or any agreement entered in to with The Language Forum will be governed by the jurisdiction of the courts of the County of Cork in Cork, Ireland and both parties agree to submit to the jurisdiction of such courts. 

The prevailing party in any such action shall be entitled to recover its reasonable attorneys’ fees and costs.

 

 

 

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