TERMS AND CONDITIONS FOR ADVERTISERS (VERSION 1.9)

  1. TERMS
    1. Family Ads Network Service (FANS) owns and operates the site and Mobile App MipTags.
    2. When You complete the Sign Up form, You are entering into an agreement with FANS (“Agreement”) and You agree to comply with these terms and conditions as amended from time to time (“Terms”). If you do not agree to the Terms, You must not use, or You must cease to use, the Sites and/or the Services provided by FANS.
    3. Amendments to the Terms will be effective when posted on a Site.
    4. If We enter into a separate agreement with You, unless expressly agreed in writing, these Terms will take priority over that agreement if there is any inconsistency between them.
  2. DEFINITIONS

    In these Terms:
    “Advertiser” or “You” means the person or entity completing the Sign Up form to become an advertiser.

    “API Service” means the provision of an interface by FANS to an Advertiser that allows an Advertiser to directly receive requests from FANS ad network and, as relevant, allows an Advertiser to dynamically respond with Campaign and ad data.

    “Campaign” means the distribution of app and or advertising .

    “Classification Policy” means FANS policy about the categories of content that can be used in a Campaign.

    “Control Panel” means the dedicated control panel made available for your use which You can use to, among other things, submit Creatives and create your Campaign and provide instructions to Us about Your preferences for the distribution of the Creatives.

    “Consumer” means a person who responds to a Campaign.

    “Creatives” means any banners, tag lines, text links, video and/or email creative, ad tag, java script or html, and any linking URL promoting products and/or services that You provide to FANS.

    “Family Ads Network Service”, “FANS” “We”, “Our” or “Us” means Family Ads Network Service located at 300 Carnegie Center #150 Princeton, NJ 08540.

    “Publisher” means a person, company or organization in the FANS ad network of publishers and includes sub-publishers used by a Publisher.

    “Services” means all services provided by FANS in relation to your campaigns including:

    1. access to your Control Panel and the Sites:
    2. the provision of various products, software, services and access to websites by FANS to assist you to promote and sell your products and services;
    3. making the Creatives available to Publishers & Users.

    “Sign Up form” means a form you complete on a Site to become an advertiser and receive the Services.

    “Site” or “Sites” mean any or all (as the context requires) of FAN'S websites, URLs, apps, systems, programs or internet domains, destinations or hosting accounts FANS or its affiliates may own.

  3. FAMILY ADS NETWORK SERVICES
    1. Once you have completed the Sign Up form and provided any information required by FANS, We will make the Services available to You in accordance with these Terms.
    2. Family Ads Network Service may require additional information from you from time to time in order for you to continue to use the Services. You agree that any information you give to FANS in the Sign Up form or otherwise will be accurate, correct and kept up to date.
    3. You may only have one publisher account on the FANS network, unless FANS provides express written consent that allows You to have multiple accounts. If You sign up for more than one Service or have more than one account on FANS network at any time without FANS’s express written consent, FANS may suspend one or more of your accounts at its discretion, consolidate any of your accounts, or suspend the entire service.
    4. You should refer to our FAQs (frequently asked questions) if You have any questions or problems with your Control Panel or our Services. If You still need help You can contact our support team at support@familyadsnetwork.org.
    5. Once You have completed Your Campaign details in your Control Panel and it is approved , FANS will promote Your Campaign by making the Creatives available to the MipTags Direct Search Engine. We cannot guarantee that your ad will meet the proper criteria and or will be distributed on all school flyers.
    6. You acknowledge that We reserve the right at all times to modify a Campaign as we deem necessary including to modify the Campaign launch date for any reason, including if Your provision of any Creative (or any linking URL) is delayed, advertising space is not available or your Creatives are rejected under our Classification Policy.
    7. From time to time we may release guidelines, policies or rules (“Guidelines”) for use of the Services and You must comply with these.
    8. FANS reserves the right to pre-screen, review, flag, filter, modify, refuse or remove any or all of the Creatives used in MipTags to filter out explicit sexual, profanity, or other inappropriate content that will not work with Family and school advertising.
    9. Where FANS provides You with an API Service, the following shall apply;
      1. you agree to limit the subject matter of any content to classifications listed under the Standard Categories listed in the Classification Policy. You shall agree to expressly indemnify FANS from all liability, be it direct or from a third party, in relation to any content which has been served through the API Service.
      2. You agree to obtain, read and comply with the latest Classification Policy.
      3. Any content which refers to subject matter or content classified as a Sanctioned Classification, under the Classification Policy may only be promoted using FANS service where content has been pre-approved by FANS.
      4. Banned Content is any content which is illegal or is listed as banned in the Classification Policy. Banned Content may not be used in a Creative or promoted on or via FANS’ network.
      5. The API service may also provide an interface that allows an Advertiser to request and receive summary reporting data in relation to their Campaigns in a format prescribed by FANS.
  4. LICENSE FROM FANS
    1. FANS may provide you with software code and tools (“Software”) from time to time.FANS grants You a personal, worldwide, royalty-free, nonassignable and non-exclusive license to use any such Software for the sole purpose of enabling You to use the Services in the manner permitted by the Terms.
    2. You may not (and You may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer or decompile the Software or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law.
    3. You may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
    4. Any updates for Software are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit FANS to deliver these to You) as part of your use of the Services.
  5. YOUR PASSWORDS AND ACCOUNT SECURITY
    1. You are solely responsible for maintaining the security and confidentiality of passwords associated with any account You use to access the Services and for all activity that occurs through Your account including Your Control Panel.
    2. If You become aware of any unauthorized use of Your password or Your account including Your Control Panel, You must notify FANS immediately by sending an email with Your Advertiser ID to support@familyadsnetwork.org.
  6. OTHER ADVERTISER OBLIGATIONS
    1. You must:
      1. not access (or attempt to access) any Service by any means other than through the interface that is provided by FANS, including through any automated means (such as the use of scripts or internet crawlers);
      2. not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services);
      3. not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose;
      4. not resell, market or transfer any data regarding Consumers gained through a Campaign to any third party unless expressly permitted by FANS in writing or by law;
      5. ensure that any third party company receiving data on Your behalf (including but not limited to attribution companies, fraud detection providers or other data processing service) warrants:
        1. that it receives data on your behalf; and
        2. that it shall protect all data, and be bound by the same obligations You have in regards to data under this Agreement;
      6. only use the Services for purposes permitted by these Terms and in accordance with all applicable laws (including any laws regarding the export of data or software), regulations, generally accepted practices or guidelines in all applicable jurisdictions;
      7. comply with any additional requirements, policies or procedures of FANS that We advise You about;
      8. only provide Creatives and other content that You own or are authorized to publish and to permit publication through the Services;
      9. ensure that the Creatives:
        1. do not infringe any intellectual property, confidentiality or other rights of any person;
        2. are not offensive, defamatory, threatening, discriminatory or unsuitable in any way;
        3. do not breach any applicable codes of conduct;
        4. are not false, misleading or deceptive or likely to mislead or deceive;
        5. do not collect any unsolicited information; and
        6. where the Creatives are in the form of native ads, ensure that there is clear disclosure of the Creative being advertising material.
        7. your applications for CPI campaigns must link directly to the App or Play store and meet their standards.
  7. CONTENT LICENSE FROM YOU
    1. You retain copyright and any other rights You have in the Creatives. By providing Creatives to Us, You grant FANS a worldwide, royalty-free, and non-exclusive license to use, reproduce, adapt, modify, translate, publish, publicly perform, publicly display, transmit and distribute (collectively “Use”) any Creatives and to make such Creatives available to Publishers to Use the Creatives for Your Campaign. You acknowledge that without limiting the foregoing, FANS may:
      1. transmit or distribute the Creatives over various public networks and in various media; and
      2. make such changes to the Creatives as are necessary to conform and adapt the Creatives to the technical requirements of connecting networks, devices, services or media.
    2. You warrant to FANS that You have all the rights, power and authority necessary to grant the above license, and without limiting the foregoing You warrant that:
      1. You own or are licensed to use all intellectual property rights in the Creatives and that you are authorized to publish the entire contents of the Creatives; and
      2. the use of the Creatives and any other materials provided by You under this Agreement will not infringe the intellectual property or moral rights of any person or other party.
  8. CHARGES AND PAYMENTS
    1. Your charges for a Campaign will be reflected in the Control Panel or in the instructions within an insertion order. All monies are payable in advance in US dollars, before FANS will distribute the campaigns via MipTags.
    2. All charges are based on the data collated by Us or through MipTags and FANS proprietary analytics.
    3. In the event that the parties agree to base the charges on data collected by the 3rd party Advertisers or a third party SDK, You agree that You will provide FANS with the billable numbers for each month no later than ten (10) days following the last day of the month for which the charges were incurred.
    4. We will send You invoices, at our sole discretion, for the charges incurred, which must be paid within seven (7) days of receipt of the invoice, unless otherwise specified in the insertion order.
    5. If You fail to make payment to FANS in accordance with clause 8.4 of the Agreement, then You shall be charged interest at the higher of (i) one percent (1%) per month, calculated daily or (ii) the maximum rate permitted by law for each day Your payment is late.
    6. Unless an appropriate form of exemption certificate acceptable to the relevant taxing authority is provided to FANS:
      1. all monetary consideration to be provided under this Agreement is exclusive of all taxes including goods and services tax, value added tax, sales tax or other similar tax, levy or impost which will, where applicable, be added to the invoice and must be paid in addition to, and at the same time as, the consideration; and
      2. to the extent any applicable law requires taxes to be withheld by FANS on payments to You, such taxes will be withheld by FANS and remitted to the relevant tax authorities.
    7. To be eligible for an adjustment or refund to the charges, for any reason on Your campaigns, You must report any discrepancy to Us within seven (7) days of the occurrence. You must have implemented real time signals that allow us to identify and verify your claims. Any adjustment must be validated and accepted by Us. You are responsible for reviewing all impressions, clicks, leads, and/or acquisitions resulting from Your campaigns. We may either refund any overpayment by You or credit it toward future Campaigns, at our sole discretion.
    8. 50/60/50 refund policy is if you part of the MipTags App-Raiser print flyer campaigns. If your campaign does not have 50% of the target app installs in sixty (60) days FANS will refund your account 50% of the used campaign if you choose.
    9. Other than as expressly provided in these Terms, all amounts paid to Us are non-refundable and non-cancellable. You expressly agree not to dispute or request a charge back from your payment provider once a payment has been made to FANS. If You pay with a credit card, You expressly agree not to charge back on the credit card account.
    10. If at any time a FANS representative provides you with data about your usage of the Services or charges incurred, these are estimates only pending invoicing.
    11. Without limiting clause 8.9, if You have established your Campaign with a daily or other budget, You acknowledge that it is possible that Your budget can be exceeded as a result of significant Consumer traffic, system delays or other reasons. FANS will use reasonable endeavors to minimize the occurrence of budget overruns. However, You acknowledge that You remain liable for all charges associated with Your Campaign.
  9. SUSPENDING OR ENDING THE SERVICES
    1. App-Raiser™ campaigns must go through a complete month and will end starting the following month. You can request a suspend or cancelation at any time.
    2. We may:
      1. temporarily stop providing the Services or any features of the Services at any time;
      2. disable Your account at our sole discretion. This may prevent You from accessing our Services, Your account details or any files or other content in Your Control Panel;
      3. at any time set an upper limit on the number of transmissions You may send or receive or the amount of storage space You can use via a Site.
    3. If You want to terminate the Services, You may do so by giving 3 weeks’ notice to FANS at any time.
    4. FANS may at any time, terminate the Services if:
      1. We give you two (2) weeks’ notice of termination for any reason;
      2. You have breached these Terms (or have acted in manner which clearly shows that You do not intend to, or are unable to comply with the Terms);
      3. FANS is required to do so by law;
      4. services provided to FANS by third parties which are required for FANS to provide Services to You, are terminated;
      5. FANS is no longer providing the Services to users in the country in which You are domiciled or from which You use the Services; or
      6. the provision of the Services to You is, in FANS opinion, no longer commercially viable.
    5. At termination:
      1. if You have made a pre-payment which is not allocated to a specific Campaign, We will refund that pre-payment in our sole discretion;
      2. any overdue charges are due and payable;
      3. You are liable for all unbilled charges up to the termination date.
  10. PRIVACY AND PERSONAL INFORMATION
    1. For information about FANS data protection practices, please read our privacy policies. These policies explain how FANS handles any personal information You provide to Us. You acknowledge that these policies are subject to change and changes will be made available on our website and further that Your obligations apply to our policies as amended. It is Your responsibility to regularly review our policies for changes.
    2. You agree to the use of Your personal information and data in accordance with FANS privacy policies and as otherwise permitted by law.
    3. You must use personal information or data about Consumers or other individuals collected as a result of a Campaign or Your use of the Services in accordance with all applicable privacy laws, rules, COPPA regulations, codes, guidelines, and ministerial directives or similar in any jurisdiction (“Privacy Laws”) and FANS privacy policies. See COPPA guidelines here https://www.ftc.gov/enforcement/rules/rulemaking-regulatory-reformproceedings/childrens-online-privacy-protection-rule if you allow users under the age of 13 years of age to use your app, website or service.
    4. You agree:
      1. without limiting clause 10.3, to comply with all relevant Privacy Laws where You access, collect, store or hold personal information (including but not limited to the EU-US Privacy Shield and the EU’s General Data Protection Regulation);
      2. to comply with our directions or requirements concerning the fair handling of personal information or data security matters;
      3. that before You disclose any personal information about another person to Us:
        1. You must obtain the voluntary, informed and unambiguous consent of the individual concerned to the disclosure and to our use of and disclosure of that personal information as may be required in order for Us to provide the Services and otherwise perform our obligations under this Agreement including the transfer of that information overseas and the disclosure of information to our related entities, affiliates, partners, Publishers and third party service providers. You must not disclose any personal information to Us without such consent;
        2. You must ensure that You make the individual concerned aware of:
          1. our identity and how to contact Us;
          2. that the individual may gain access to and correct the information;
          3. the purposes for which the information is collected;
          4. the type of organizations to which We usually disclose personal information being our related bodies corporate, Publishers, affiliates, partners and third party services providers;
          5. the possibility that the information may be transferred or held by FANS;
          6. any law that requires the information to be collected; and
          7. the main consequences for the individual if all or part of the information is not provided;
      4. that if We disclose to You any personal information about any individual (including about Consumers), You:
        1. agree to use that information solely for the purposes of performing your obligations under this Agreement;
        2. must not disclose that information to any third party, without either our consent in writing or ensuring that the third party will protect that information in accordance with FANS’s privacy policies and relevant laws and that sharing of that information does not breach any privacy laws, regulations or FANS policies;
        3. must take all reasonable steps to:
          1. keep such information accurate, complete and up-to-date and You must notify Us of any required amendments;
          2. ensure that the information is protected from misuse or loss, and from unauthorized access, modification or disclosure;
          3. destroy or permanently de-identify information when it is no longer needed for the purposes of this Agreement, or as required by law, or earlier upon request by Us;
        4. must ensure that access to that information is limited to your employees who are required to access it for the purposes of this Agreement;
      5. to co-operate and assist Us in relation to any complaint or action concerning privacy or relating to personal information;
      6. to act in a manner that is, and to implement policies, practices and procedures which:
        1. are, in all respects consistent with FANS’s privacy policies as displayed on our website (which you acknowledge You have read and understood); and
        2. would not cause FANS to be in breach of its privacy policies;
      7. to provide FANS on request with copies of any consents required under clause 10.4 and any other documentation or information which evidences your compliance with this clause 10;
      8. to notify FANS immediately when You become aware of an interference with the privacy of an individual (including a Consumer), an invasion of privacy or a breach or suspected breach of this clause 10. Without limiting Your obligations under any law, if required by FANS, You agree to notify any affected individual; and
      9. without derogating from the generality of the foregoing, you agree that on each website where Consumer information is collected, by any mean, for retargeting purposes, such practice will be stated in a privacy policy placed on the website and Consumer is given an "opt-out" option by positioning a link on the website, to the Network Advertising Initiative’s ("NAI") opt-out page accessible via its consumer website at www.networkadvertising.org.
    5. You agree that FANS may divulge Your personal and/or other information (including Confidential Information) to a Publisher, agency, legal or regulatory authority, person or entity relating to investigations, claims or actions concerning an alleged violation of this Agreement or any Laws.
    6. You acknowledge that You fully comply with the provisions of the United States Children Online Privacy Protection Act (COPPA) and the COPPA Rule. In doing so You confirm that You will not target children under 13; or if You publish material that does target children under the age of 13, that You acquire an unambiguous verifiable parental consent prior to collecting, using, or disclosing any personal information from users) who may be children under the age of 13.
    7. You agree that FANS may divulge your personal information in accordance with FANS Privacy Policy for the purpose of providing the general statistical data and analytics available on the FANS site.
    8. You agree that any Campaign will not collect any personal information without the express permission from a Consumer.
  11. THIRD PARTY CONTENT OR LINKED SITES
    1. As part of, or through your use of, the Services you may have access to web sites, content or resources owned or provided by third parties (“Third Party Content”). FANS does not own this Content and has no control over it.
    2. Third Party Content may be protected by intellectual property rights which are owned by the providers of that Third Party Content (or by other persons or companies). You may not copy, modify, rent, lease, loan, sell, distribute or create derivative works of, the Third Party Content (either in whole or in part) or do any other act or omission which would be an infringement of the intellectual property rights of the owner or licensee of the Third Party Content.
    3. FANS is not responsible for the availability of any external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
  12. CONFIDENTIAL INFORMATION
    1. You shall not disclose any Confidential Information to a third party, Your affiliates or related Entities without FANS’ express written consent.
    2. Upon termination of this Agreement, You shall promptly comply with all directions given by FANS for the return or destruction of all Confidential Information which is in a tangible form.
    3. Except with the express written consent of FANS, You shall not, after a notice of termination is given, use or permit any person to use in any way whatsoever any of the Confidential Information or Proprietary Information provided to it by FANS. On termination FANS shall have no further obligation to supply Confidential Information to You.
    4. This clause shall survive this Agreement for a period of five (5) years or until such information is no longer Confidential Information through FANS' public disclosure.
  13. PROPRIETARY RIGHTS
    1. Except for the Third Party Content, FANS (and or its licensors) owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
    2. You acknowledge that the Services may contain information which is designated confidential by FANS and that You must not disclose such information without FANS prior written consent.
    3. You must not use any trade names, trademarks, service marks, logos, domain names or other intellectual property rights of FANS or of any other third party that you have access to through the Sites or Services without written permission.
    4. You must not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which are affixed to or contained within the Sites or Services.
    5. You agree to provide Us with all assistance and co-operation reasonably required for Us to take any action to defend or make a claim concerning the infringement or protection of intellectual property rights.
    6. You acknowledge that FANS may, at its sole discretion, ask You to assist with testing of FANS' products, and, during such testing, any information pertaining to the products shall be Confidential Information belonging to FANS and must not be disclosed.
    7. You acknowledge that FANS may use Your trademark or logo in a press release or marketing material detailing the co-operation between the parties.
  14. ACKNOWLEDGEMENTS AND DISCLAIMERS
    1. YOU ACKNOWLEDGE AND AGREE THAT:
      1. ALL INTELLECTUAL PROPERTY ASSOCIATED WITH THE SITES, SOFTWARE, CONTENT OR OTHER MATERIALS OR INFORMATION PROVIDED TO YOU IS OWNED BY FANS OR ITS LICENSORS AND NO TRANSFER OR ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS OCCURS UNDER THIS AGREEMENT;
      2. TO THE EXTENT PERMITTED BY LAW, DUE TO THEIR NATURE, THE SERVICES (INCLUDING SOFTWARE) ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITH NO WARRANTY;
      3. YOU HAVE NOT, AND IT IS NOT REASONABLE FOR YOU TO RELY ON FANS’S SKILL AND JUDGEMENT IN RELATION TO THE SERVICES;
      4. IT IS NOT POSSIBLE FOR FANS TO GUARANTEE OR WARRANT THAT ANY SERVICE IS FIT FOR A PARTICULAR PURPOSE OR THAT ANY PARTICULAR OUTCOME OR INCOME WILL BE ACHIEVED AS A RESULT OF YOU ENTERING INTO THIS AGREEMENT AND NO SUCH GUARANTEES OR WARRANTIES HAVE BEEN GIVEN;
      5. YOUR USE THE SITES, THE SERVICES, SOFTWARE AND THIRD PARTY CONTENT AT YOUR OWN RISK;
      6. FANS HAS MADE NO EXPRESS WARRANTIES TO YOU ABOUT THE SERVICES, SITES, SOFTWARE OR CONTENT OTHER THAN ANY SET OUT IN THIS AGREEMENT;
      7. FANS DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THE SITES OR PROVIDED BY FANS IS ACCURATE, COMPLETE OR CURRENT;
      8. YOUR USE OF THE SITES, SOFTWARE AND SERVICES MAY NOT BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS;
      9. ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SITES OR SOFTWARE MAY NOT BE CORRECTED;
      10. YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS (INCLUDING LOSS OF DATA), DAMAGE OR LIABILITY HOWSOEVER ARISING WHICH RESULTS FROM YOUR USE OF THE SITES, SERVICES, SOFTWARE OR ANY CONTENT;
      11. YOU MUST NOT INTRODUCE ANY VIRUS OR OTHER HARMFUL CODE INTO A SITE OR TO OUR USERS;
      12. YOU MUST SCAN FOR AND DISABLE ANY MALWARE;
      13. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SUBJECT TO CLAUSE 15, FANS DISCLAIMS AND EXCLUDES ALL CONDITIONS, REPRESENTATIONS, WARRANTIES, RIGHTS OR REMEDIES, LIABILITIES AND OTHER TERMS IMPLIED BY STATUTE, CUSTOM OR COMMON LAW (INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE).
  15. LIMITATION OF LIABILITY
    1. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FANS BE LIABLE FOR:
      1. ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS, DAMAGE OR EXPENSE OF ANY NATURE WHATSOEVER; OR
      2. ANY LOST PROFITS, REVENUES, DATA, BUSINESS INTERRUPTION OR LOSS OF GOODWILL OR REPUTATION, HOWSOEVER ARISING AS A RESULT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF FANS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. TO THE EXTENT PERMITTED BY LAW, IF NOTWITHSTANDING CLAUSES 14.1 OR 15.2, FANS IS LIABLE TO YOU:
      1. UNDER THIS AGREEMENT, THE TOTAL LIABILITY OF FANS SHALL NOT EXCEED THE LESSER OF $1,000 OR THE AGGREGATE OF THE CHARGES PAID BY YOU TO FANS IN THE THREE MONTHS PRECEDING ANY CAUSE OF ACTION ARISING; OR
      2. UNDER A STATUTORY GUARANTEE, FANS' LIABILITY WILL BE LIMITED, AT FANS' OPTION TO EITHER:
        1. THE REPAIR OF THE GOODS;
        2. THE RE-PERFORMANCE OF THE SERVICE; OR
        3. THE PAYMENT OF THE COST OF REPAIRING OR REPLACING ANY GOODS OR SUPPLYING THE SERVICE AGAIN.

    YOU ACKNOWLEDGE AND AGREE THAT IT IS FAIR AND REASONABLE FOR FANS TO RELY ON THE FOREGOING LIMITATIONS, AND THAT THIS IS REFLECTED IN THE COST OF THE GOODS AND SERVICES.

  16. INDEMNITY
    1. You agree to:
      1. defend and hold harmless FANS, its agents, partners, officers, directors and employees, related bodies corporate, affiliates, Publishers and list providers (“those indemnified”) from and against all actions, proceedings, claims and demands; and
      2. pay those indemnified on demand for any loss, cost, liability or damage (including legal costs on a full indemnity basis) howsoever suffered or incurred, arising (directly or indirectly) out of, as a consequence of or in connection with:
        1. a third party claim arising from Your activities under this Agreement including Your use of the Sites, Software and Services;
        2. the publication, display or distribution of Your Creatives;
        3. Your wilful, unlawful or negligent acts or omissions;
        4. Your infringement of the intellectual property rights (including copyright and moral rights) of those indemnified or a third party.
    2. FANS agrees to indemnify You from and against all actions, proceedings, claims and demands and pay You on demand for any loss, cost, liability or damage (including legal costs on a full indemnity basis) howsoever suffered or incurred arising (directly or indirectly) out of, as a consequence of or in connection with our willful, unlawful or negligent acts or omissions.
  17. GENERAL

    Governing Law

    1. The rights and obligations of the parties under or arising out of this Agreement shall be governed by and construed under the laws of NEW JERSEY, UNITED STATES without reference to its conflict of laws principles. You consent to the exclusive venue and jurisdiction of the State and Federal courts located in New Jersey, United States Of America for any actions arising from or relating to this Agreement. United Nations Convention on Contracts for the International Sale of Goods (CISG)
    2. The CISG and any legislation adopting the CISG does not apply to this Agreement.
    3. FANS is not in breach of its obligations if it is prevented from performance by reason of any act of God, fire, natural disaster, accident, terrorism, riots, acts of government, shortage of materials, labour or supplies, equipment failure, virus, disruption to internet, telecommunication or transport services or any other cause beyond the reasonable control of a party.
    4. Relationship
    5. The relationship established by this Agreement is that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other.
    6. Successors and Assigns
    7. This Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.
    8. You acknowledge and agree that each member of the group of companies of which FANS is the parent or member shall be indemnified and shall be third party beneficiaries to the Terms and that such other persons shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms. Notwithstanding the foregoing, there are no third party beneficiary rights under this Agreement without the other party’s express written consent.
    9. Waiver
    10. The failure of either party to insist upon or enforce strict performance by the other or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect.
    11. Entire Agreement
    12. This Agreement is the entire agreement and understanding of the parties relating to its subject matter and merges all prior discussions and writings between them with respect to the contents of this Agreement. Where a party seeks to rely upon the Interactive Advertising Bureau terms and conditions, any conflicting term in this Agreement shall prevail.
    13. Notwithstanding clause 17.8, if You have entered into an agreement with FANS where You are the Publisher, that agreement shall continue to operate and not be affected by this Agreement.
    14. If any provision (or part) of this Agreement is determined by a court of competent jurisdiction, government action or binding arbitration, to be invalid, illegal or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms.
    15. Dispute Resolution
    16. In the event of a dispute between the parties arising from or concerning the subject matter of this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiation.
    17. Assignment
    18. Either party may assign this agreement to its subsidiary or business successors provided that the party assigning the rights can provide binding and executed acknowledgements for the assignment from its subsidiary or business successors.
    19. Costs Recovery
    20. You agree to reimburse FANS for all expenses and costs (including but not limited to legal costs and debt recovery costs) incurred by FANS, or for which FANS is liable, in recovering any and all amounts payable to FANS pursuant to this Agreement (including under an indemnity).
    21. Survival
    22. Any provision which is capable of surviving the termination of this Agreement (including exclusions and limitations of liability, confidentiality and indemnification) shall survive termination or expiration of this Agreement.
    23. Notices
    24. Notices may be provided to FANS using support@familyadsnetwork.com. FANS may either email notices to you using the address you have provided in your Sign Up form or post them on a Site.