SPLASH100.COM ONLINE ADVERTISING TERMS AND CONDITIONS

These Terms and Conditions shall govern the relationship between www.SPLASH100.COM, for itself and as representative of any third party network on which advertising described on the applicable insertion or purchase order (the “Ads”) will be displayed (collectively, the “Publishing Party”), and the advertiser set forth on the applicable insertion or purchase order.
Unless expressly agreed to in writing by Splash100.com, no other terms or conditions appearing in contracts, orders, insertion or purchase order instructions or otherwise will be binding on Splash100.com, its affiliates or representatives. All insertion or purchase order  are subject to Splash100.com’s acceptance.

1. The Publishing Party reserves the right to reject, remove or cancel any advertising, space reservation or position commitment at any time and for any reason in its sole discretion.

2. Each insertion or purchase order  covers only advertising relating to the regular business owned by advertiser. No subletting, brokering, or assignment of ads under any insertion or purchase order is permitted without the consent of SPLASH100.COM.

3. The Publishing Party shall have no obligation to accept changes to advertisement creative or insertion or purchase order instructions after acceptance of any insertion or purchase order. Notwithstanding the foregoing, SPLASH100.COM will use reasonable efforts to accommodate any change requests submitted.

4. Unless otherwise specified in an insertion or purchase order, placement of advertisements is in the sole discretion of the Publishing Party.

5. The Publishing Party shall be entitled to reproduce, display, republish and distribute the Ads in any medium, and as part of any service, in which the website(s), properties, applications and/or devices described on the insertion or purchase order (the “Distribution Network”) are published or made available under license from the Publishing Party. The Publishing Party shall have the right to modify, copy, reformat, transmit and otherwise manipulate any Ads provided in connection with such reproduction, display and/or distribution. The Publishing Party is not obligated to return advertising material to advertiser, and the Publishing Party is not responsible for any damage to or loss of any advertisements, copy, or other material provided by   advertiser.

6. All Ads are accepted and published by the Publishing Party entirely on the representation that the   advertiser is duly authorized to publish the entire contents and subject matter and shall be jointly and severally responsible for payment thereof. In consideration of the publication of advertisements, the advertiser and , jointly and severally, will indemnify and save harmless the Publishing Party, any other entities that own or operate any of the Distribution Network, and their respective parents, subsidiaries and affiliates, and the partners, directors, officers, agents, employees of each of them, and any third-party service providers and third-parties distributing the advertising via the Distribution Network, from and against any and all loss, damage, liability, or expense of any kind (including reasonable attorneys’ fees) incurred in connection with any claims of any kind that arise out of or in connection with an Ad or any website(s) or material(s) that can be linked to through an Ad. The indemnifying party may not agree to any settlement that imposes any obligation or liability on an indemnified entity without that entity/party’s prior express written consent.

7. For billing purposes, delivery shall be based on the Publishing Party advertising server’s reported numbers. In the event   advertiser chooses to utilize a third party advertising server for reporting, such third party must be specified in the applicable insertion or purchase order. In such event, third party reports must be delivered to SPLASH100.COM no later than the 10th of the month following the month in which delivery occurred. In no event shall the Publishing Party be obligated to recognize any discrepancy between the Publishing Party advertising server reported number and third party advertising server reported numbers in excess of 10%.

8. Payment of accounts having monthly credit terms is due on the 15th of the month following that in which the advertising appeared. Continuation of credit privileges is dependent upon prompt payment. Payments must accompany all orders from accounts which have not established credit with SPLASH100.COM. Credit terms applicable to any   advertiser are solely within the discretion of SPLASH100.COM and may be changed by SPLASH100.COM at any time. Upon termination of an insertion or purchase order for any reason, all outstanding amounts owed shall become immediately due and payable in full, regardless of any credit terms that may have been applicable to   advertiser.  and advertiser agree to pay any federal, state or local tax or other charges which may be imposed on any advertising, in addition to the rates set forth in the insertion or purchase order.

9. The financial terms of each insertion or purchase order are confidential and shall not be disclosed by advertiser to any third party.

10. The Publishing Party shall have no liability for any omission of an advertisement or portion of an advertisement. In the event of any error in a published advertisement for which the Publishing Party may be held legally responsible, the Publishing Party’s sole responsibility shall be to insert a corrected advertisement at no additional expense to   advertiser for the period of time the advertisement was published with the error, up to a maximum of ten days. In the event an Ad campaign is not run as scheduled, the Publishing Party’s sole responsibility shall be, in its discretion, to (a) provide the advertiser a refund for Ads not run; (b) run the advertiser’s campaign at a later date; or (c) run the advertiser’s Ads in a different position of the Publishing Party’s choice. The Publishing Party will not, in any event, be liable for any general, consequential or special damages, including, but not limited to, lost income or profits. In no event will the Publishing Party’s liability to the   advertiser exceed the amounts paid or payable by the advertiser under the applicable insertion or purchase order. The Publishing Party shall not be subject to any liability whatsoever for any failure occasioned because of accidents, fires, strikes, work stoppages, system outages, other circumstances beyond the Publishing Party’s control, or extraordinary new events that preclude the Publishing Party from fulfilling any insertion or purchase order. In such an event, the effected insertion or purchase order will be suspended during the period of inability to perform and the terms extended for a like period. Neither party will have any liability to the other because of such suspension. Unintentional or inadvertent failure of the Publishing Party to fulfill advertising shall not operate as a breach of the insertion or purchase order.

11.  advertiser may not cancel any insertion or purchase order without 45 days prior written notice to SPLASH100.COM.

12. and advertiser acknowledges that all or part of the advertising placed in connection with this insertion or purchase order may be displayed on websites or in modules that are owned or controlled by third parties, or that link to content or other websites that are owned or controlled by third parties.  and advertiser acknowledges and agrees that SPLASH100.COM has no control over, or responsibility for, the content of any such third party websites or modules.

13. By placing advertising with SPLASH100.COM, advertiser and  agree to be bound by these terms and conditions. These terms and conditions shall be governed by and construed in accordance with the substantive laws of the state of California.