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Advertising - Legal, Terms and Conditions

 


INTRODUCTION:

AGHILHAM.COM ("AGHILHAM") provides you access to the AGHILHAM SERVICE (defined below), as available through the AGHILHAM (as defined below), subject to your compliance with the terms and conditions below (the "Agreement"). Please read this Agreement carefully. By enrolling as an "Advertiser," you agree to be bound by these terms and conditions and the terms and conditions of any Advertisement Order that you complete (either online as part of the Online Sign-Up form, or offline, when enrolling as an Advertiser, each an "Advertisement Order"), including all payment terms (collectively, the "Agreement"). In this Agreement, "you" and "your" refers to the Advertiser. 

1. DEFINITIONS 
1.1 In these Conditions the following words shall have the following meanings:- 

"Advertiser" means the party placing an order with AGHILHAM for an Advertisement and includes the Advertiser's advertising agency or media buyer 

"Advertisement" means the form of advertising which the Advertiser wishes AGHILHAM to publish on the Website 

"AGHILHAM” means AGHILHAM.COM Website "these Conditions" means these terms and conditions 

"Tariff" means AGHILHAM's tariff from time to time in effect 

"Website" means www.aghilham.com 

"Item" means any object or set of objects or services which the Advertiser wishes to advertise on the Website 

"Services" means the provision of an Advertisement on the Website 

2. ADVERTISEMENTS 
2.1 All orders submitted by Advertisers will be deemed to be an offer to purchase the Services subject to these Conditions. By submitting an order for an Advertisement the Advertiser agrees to be bound by these Conditions and no contract between AGHILHAM and the Advertiser will come into effect until AGHILHAM has issued an order confirmation or a proforma invoice whichever is the earlier. AGHILHAM will not be bound by any conditions printed or appearing on order blanks or copy instructions stipulated on any order form or elsewhere by the Advertiser. 
2.2 All Advertisements are subject to AGHILHAM's approval before publication and must comply with AGHILHAM's technical standards and other specification requirements as specified from time to time. AGHILHAM's technical standards and other specification requirements are available on request. AGHILHAM reserves the right to make any alteration to an Advertisement it considers necessary or desirable so as to (a) comply with AGHILHAM's technical standards or other specification requirements; (b) comply with the legal obligations placed on AGHILHAM or the Advertiser in any jurisdiction, or (c) avoid infringing a third party's rights, which may apply to the Advertisement in any jurisdiction. 
2.3 AGHILHAM shall have the right to refuse publication of any Advertisement that is linked to a website that contains inappropriate or offensive content. 
2.4 The positioning of an Advertisement within the Website or on any webpage is at the sole discretion of AGHILHAM unless the AGHILHAM has accepted the Advertiser's request for a specific position. 
2.5 All Advertisements published by AGHILHAM are published in good faith. The Advertiser shall have the responsibility for checking the accuracy of its Advertisement and must notify AGHILHAM of any errors immediately the error occurs. Subject to condition 8, AGHILHAM shall not be liable for any error or repetition of an error in an Advertisement if not notified to it by the Advertiser in accordance with this condition. 
2.6 The contract period for the Services will be the period notified to the Advertiser in AGHILHAM's confirmation of order. Subject to acceptance by CLVF, the Advertiser may renew any contract period on written request and upon payment of the applicable charges at AGHILHAM's then current rate. 
2.7 All advertising materials must be received by AGHILHAM not less than 7 business days prior to the publication date. Changes to artwork or copy must be received by AGHILHAM at least 7 business days in advance of the change date requested by the Advertiser. 
2.8 AGHILHAM shall have no responsibility for forwarding to the Advertiser any enquiries or responses which AGHILHAM may receive in relation to any Advertisements. However, AGHILHAM will use all reasonable efforts to forward any it receives as soon as possible after it receives them. Having regard to the fact AGHILHAM has no responsibility for these matters, Advertiser acknowledges and agrees that AGHILHAM shall not be liable for any loss, damages or expenses of any nature incurred or suffered by an Advertiser through any delay or failure by AGHILHAM to forward any enquiries or responses. 

3. TARIFF RATES 
3.1 The price charged by AGHILHAM for the Advertisement shall be the rate in effect at the time the order for the Advertisement is received by AGHILHAM. VAT as appropriate shall be charged at the rate prevailing on the day that payment is made. 
3.2 Subject to condition 3.1, AGHILHAM reserves the right to change its rates at any time. Price changes will be published in a revised Online-Tariff-Page, and Advertisers shall be deemed to have notice of all changes when published. 

4. PAYMENT 
4.1 Unless otherwise agreed in writing by AGHILHAM, payment must be received in full (in cash, check, demand draft or cleared funds) before the Advertisement is published. 
4.2 Unless otherwise agreed in writing by AGHILHAM, AGHILHAM will only accept payment by one of the following methods: (a) Bank Transfer - The paying party should contact AGHILHAM for its banking details if it wishes to pay by bank transfer (see contact details on AGHILHAM's confirmation of order). (b) Bank Drafts - Bank Drafts must be in US $ or India INR Rupees made payable to "AGHILHAM". (c) Cheques - Cheques will only be accepted if it has been cleared by the specified time, unless or otherwise agreed by AGHILHAM. Cheques should be made payable to "AGHILHAM". 
4.3 Payment may be made in Any Currencies if agreed by AGHILHAM at the time AGHILHAM issues its confirmation of order to the Advertiser. 
4.4 AGHILHAM shall have the right to hold an advertiser and its agency and/or agent jointly and severally liable for any sums due and payable in relation to an Advertisement. 

5. ADVERTISER'S WARRANTIES 
5.1 The Advertiser warrants to AGHILHAM that: (a) all information provided by the Advertiser in connection with the Advertisement is accurate, complete and true; (b) all advertising copy submitted to AGHILHAM is legal, decent, honest and truthful; (c) any visual representations (whether photographs, illustrations or digital images) of any Item supplied by the Advertiser to AGHILHAM for the Advertisement are true accurate and complete representations of that item; (c) unless the Advertiser advises AGHILHAM in writing to the contrary at the time the Advertisement is submitted to AGHILHAM, there are no copyright or other legal restrictions relating to the reproduction or publication of the Advertisement or on AGHILHAM's rights to reproduce any visual representations supplied by the Advertiser; (d) the provision of the Services by AGHILHAM or the reproduction and/or publication of the Advertisement will not contravene or breach any arrangements between the Advertiser and any third party and will not infringe or violate any copyright, trademark or any other personal or proprietary right of any third party or make AGHILHAM liable to any proceedings whatsoever; (e) if the materials supplied by the Advertiser for the Advertisement includes the name or pictorial representation (photographic or otherwise) of any living person and/or any part of a living person or any thing by which any living person can be identified the Advertiser has obtained the authority of such living person to make use of such name or representation; (f) the Advertisement complies with the requirements of all relevant legislation for the time being in force or applicable in the Coimbatore, Tamil Nadu, India and in the jurisdiction where the Advertiser has its principal place of business and/or is registered; and (g) the Advertiser contracts with AGHILHAM hereunder as principal notwithstanding that the Advertiser may be acting directly or indirectly for a third party. 
5.2 The Advertiser indemnifies AGHILHAM, its officers, employees and agents against any loss, damages, costs or expenses resulting from any breach of any of the Advertisers warranties in this condition 5. 

6. RIGHTS IN MATERIALS 
6.1 The Advertiser grants AGHILHAM a license to use and reproduce for the purpose of the Advertisement any written materials, photographs, illustrations, digital images or other material (the "Materials") provided to AGHILHAM by or on behalf of the Advertiser. 
6.2 AGHILHAM will own the copyright in all Materials created or produced by or for AGHILHAM relating to an Advertisement whether or not published by AGHILHAM. 
6.3 AGHILHAM will not return any Materials supplied to it by or on behalf of an Advertiser unless otherwise agreed by AGHILHAM in writing. 
6.4 Whilst AGHILHAM will endeavour to take reasonable care of all Materials belonging to the Advertiser, AGHILHAM shall not be liable for any loss or damage to any materials supplied to it by an Advertiser. 
6.5 Except for materials produced by the Advertiser, (as between AGHILHAM and the Advertiser) all design, text, graphics and all software compilations and underlying source codes relating to the Website belong to AGHILHAM or its licensors. ALL RIGHTS RESERVED. 

7. AGHILHAM'S OBLIGATIONS 
7.1 Subject to these Conditions, AGHILHAM shall publish the Advertisement in accordance with AGHILHAM's order confirmation to the Advertiser. 
7.2 AGHILHAM has the right at its discretion to decline to publish or to omit or suspend any Advertisement at any time, subject to the provisions set out in this condition 7. 
7.3 Except where the Advertiser is in breach of or in non-compliance with these Conditions and except where conditions 7.7 or 9.1 apply, if AGHILHAM declines to publish or permanently omits to publish any Advertisement, then in addition to the Advertiser's right to cancel as provided in condition 9.3, AGHILHAM shall be liable to refund the Advertiser an amount equal to the same price paid for the Advertisement and AGHILHAM shall have no further liability to the Advertiser for any other amounts or sums of whatever nature in connection with the Services. 
7.4 If AGHILHAM suspends an Advertisement for reasons which are not due to the Advertiser's fault or breach of these Conditions (and other than under condition 7.7), then the Advertiser shall be entitled to have the contract period extended to cover the time during which the Advertisement was suspended and AGHILHAM shall have no further liability to the Advertiser. 
7.5 If AGHILHAM declines to publish any Advertisement or suspends or omits to publish because the Advertiser is in breach of these Conditions or the Materials provided by the Advertiser do not comply with AGHILHAM's technical standards or specification requirements, without prejudice to AGHILHAM's rights to claim compensation for any loss, damages, costs or expenses that it incurs or suffers, AGHILHAM may cancel the Advertisement at its discretion and shall be entitled to retain (a) a prorata amount of the sum paid by the Advertiser if the Advertisement has been published or (b) if the Advertisement has not been published a sum equal to 20% of the total cost invoiced to the Advertiser in order to cover AGHILHAM's administrative costs, together with an amount sufficient to cover the actual cost to AGHILHAM of any third party goods or services that AGHILHAM obtained in connection with the Advertisement in question. 
7.6 Having regard to the various factors outside of AGHILHAM's control, such as the performance of the ISP (Internet Service Provider) and the telecommunications systems which may affect the availability of the Website and also considering that the Website may also be unavailable for maintenance and upgrades to be carried out, AGHILHAM cannot guarantee that the Advertisement will be accessible on an uninterrupted basis and only commits to ensuring the availability of the Website for 98% of the time in any given month. 
7.7. If the availability of the Website falls below the 98% service level mentioned in condition 7.6 above, subject also to the Advertiser's right to cancel the Advertisement under condition 9.3, the Advertiser shall be entitled to be paid by way of liquidated damages an amount equal to the same price paid to AGHILHAM pro rata to the number of days which the Website fell below the 98% level in any given month. 

8. LIMITATION OF LIABILITY 
8.1 AGHILHAM shall not be liable for any loss or damage caused to or suffered by an Advertiser arising in connection with the Services except as and to the extent expressly provided for in these Conditions. 
8.2 AGHILHAM's liability under these Conditions shall not extend to (a) any indirect or consequential costs or expenses suffered by the Advertiser including (but not limited to) loss of anticipated profits, goodwill reputation, business receipts or contracts or losses and expenses resulting from third party claims or (b) any economic losses arising from the commission of any tort. 
8.3 Subject to Condition 8.4, AGHILHAM's maximum liability to the Advertiser in connection with the Services however arising including AGHILHAM's liability for negligence and all other torts shall be limited to an amount equal to the same price paid by the Advertiser to AGHILHAM. 
8.4 Nothing in these Conditions shall exclude or restrict any liability of AGHILHAM for death or personal injury caused by negligence or for fraudulent misrepresentation. 

9. CANCELLATION OR TERMINATION
9.1 If AGHILHAM is unable to keep the Website live for a period of 30 consecutive days (for reasons beyond its reasonable control), then AGHILHAM shall have the right to cancel the Advertisement on immediate written notice and the Advertiser shall be entitled to a refund of any sums paid by it to AGHILHAM for Services that would otherwise have been provided by AGHILHAM after the cancellation date and AGHILHAM shall have no further liability to the Advertiser of whatever nature. 
9.2 Without prejudice to AGHILHAM's rights to claim damages and expenses and/or to recover any sums due from the Advertiser, AGHILHAM may immediately cancel the Advertisement if the Advertiser should fail to pay any sums due to AGHILHAM on their due date. 
9.3 The Advertiser may cancel the Advertisement upon written notice (a) if AGHILHAM fails to provide the Services under the circumstances described in condition 7.7 in any two consecutive months or (b) if AGHILHAM declines to publish or permanently omits to publish an Advertisement under the circumstances described in condition 7.3. 
9.4 AGHILHAM shall be entitled to cancel an Advertisement with written notice to the Advertiser under the circumstances described in condtion 7.5. 
9.5 The Advertisement may only be cancelled in the circumstances expressly provided for in these Conditions. 
9.6  If you are dissatisfied with the AGHILHAM Service or with any of the terms and conditions contained herein, your sole and exclusive remedy is to terminate your account and cease using the service. You may cancel your participation in the AGHILHAM Service at any time by sending a message to ad-cancellation@aghilham.com 

10. PASSWORD ACCESS 
In the event that AGHILHAM agrees to allocate to the Advertiser a password for accessing any of its advertisements, the password may be altered by AGHILHAM from time to time upon reasonable notice being given to the Advertiser. While AGHILHAM agrees to use all reasonable efforts to keep any such password confidential, AGHILHAM accepts no responsibility or liability in respect of any loss or damage which may be suffered by the Advertiser and arising through the use of the password by any unauthorised party. 
10. Variations to these Conditions 
These Conditions may be varied or replaced by AGHILHAM in their entirety from time to time. Copies of the revised or new terms will be issued at the time of publication and will be posted on the Website and Advertisers will be deemed to have notice of any revised or new terms upon publication. 

11. GENERAL 
11.1 No delay or forbearance on the part of either AGHILHAM or the Advertiser in enforcing any term of these Conditions shall be or be deemed to be a waiver of their respective rights. 
11.2 In the event that any provisions of these Conditions shall be determined by invalid, unlawful or unenforceable, such condition or provision shall be severed from the remaining conditions or provisions which shall continue to be valid. 
11.3 In the event of any conflict between these Conditions and either any other arrangements between AGHILHAM and the Advertiser relating to the Services or any matter set out in AGHILHAM's Tariff, the terms set out in these Conditions shall prevail. No addition to or modification of any provision of these Conditions shall be binding on the parties unless made in writing signed by the authorised representatives of both AGHILHAM and the Advertiser. 
11.4 Neither AGHILHAM nor the Advertiser shall be liable for any delay in performing or failure to perform any of its obligations (other than a payment obligation) under these Conditions due to any matter constituting force majeure including without limitation outbreak of war, any government act, political interference, explosion, accident, riot, industrial dispute or any matter reasonably outside their control. 
11.5 The Advertiser shall not be entitled to assign or otherwise transfer any of its rights or obligations under these Conditions whether in whole or in part without the prior written consent of AGHILHAM. 
11.6 These Conditions shall be governed and construed in accordance with India Law and the Advertiser agrees to submit to the exclusive jurisdiction of the courts of Coimbatore, Tamil Nadu, India. 
11.7 If the Advertiser is located outside of India, the Advertiser agrees to irrevocably appoint an agent for service of any process in India immediately upon receipt of a request from AGHILHAM to do so.
11.8
Notwithstanding anything contained in this Agreement to the contrary, AGHILHAM may, in its sole discretion, terminate your account, and discontinue your participation in the AGHILHAM Service (or on any Web site or Third Party Product that is part of the AGHILHAM Network ). Reasons for AGHILHAM' determination to so terminate or discontinue your account or participation as provided for above include, but are not limited to, if AGHILHAM believes that you violated this Agreement or other policies or guidelines of AGHILHAM or of a Third Party Product (or other member of the AGHILHAM Network) that uses, licenses or distributes the AGHILHAM Service, or if AGHILHAM believes your conduct may be harmful to other consumers, advertisers, users or licensees who participate in (or offer to its users) the AGHILHAM Service. All decisions made by AGHILHAM in this matter will be final and neither AGHILHAM nor its licensees (or distributors) shall have any liability with respect to such decisions. 


WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY: YOU EXPRESSLY AGREE THAT YOUR USE OF THE AGHILHAM SERVICE IS AT YOUR OWN RISK. THE AGHILHAM'S SERVICE IS AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER AGHILHAM NOR ANY OF ITS INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS OR CONTRACTORS, OR ENTITIES WITHIN THE AGHILHAM MAKES ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE AGHILHAM SERVICE, THE SUCCESS OF YOUR CTR-CLICKS AS MEASURED IN ANY WAY, ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH AGHILHAM AND/OR THE AGHILHAM SERVICE OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF. AGHILHAM HEREBY DISCLAIMS ON BEHALF OF ITSELF AND ALL INFORMATION PROVIDERS, LICENSORS, LICENSEES, CONTRACTORS, CONSULTANTS, AGENTS, ENTITIES WITHIN THE AGHILHAM, ATTORNEYS AND/OR EMPLOYEES OF IT ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION (1) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY OR CONTENT OF THE AGHILHAM SERVICE AND/ OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH THE AGHILHAM SERVICE; AND (2) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME COUNTRIES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM COUNTRY TO COUNTRY. 

ANY LIABILITY OF AGHILHAM, IT'S INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, AGENTS, CONSULTANTS, ENTITIES WITHIN THE AGHILHAM, ATTORNEYS OR CONTRACTORS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, FAILURE OF DELIVERY OF MERCHANDISE, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL BE STRICTLY LIMITED TO THE AMOUNT ALREADY PAID BY YOU TO AGHILHAM FOR PLACEMENT OF ADVERTISEMENTS IN THE PRIOR ONE MONTH PERIOD. IN NO EVENT SHALL AGHILHAM, IT'S INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, ENTITIES WITHIN THE AGHILHAM, AGENTS, CONSULTANTS, ATTORNEYS OR CONTRACTORS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THIS AGREEMENT, THE USE OR INABILITY TO USE THE AGHILHAM SERVICE AND/OR THE SITES LINKED TO FROM THE AGHILHAM.COM OR FOR ANY BREACH OF WARRANTY. SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 

YOU AGREE THAT YOU WILL NOT HOLD AGHILHAM RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGHILHAM SERVICE AND/OR SITES LINKED TO FROM THE AGHILHAM, INCLUDING, WITHOUT LIMITATION, THOSE WITH WHOM AGHILHAM CONTRACTS TO OPERATE VARIOUS PORTIONS OF THE AGHILHAM SERVICE AND THOSE TO WHOM AGHILHAM PROVIDES LINKS TO FOR CONTENT, ADVERTISING OR ANY OTHER TYPE OF DATA OR INFORMATION. 

12. GOVERNING LAW AND JURISDICTION
This Agreement will be governed by the laws of the INDIA and the State of TAMIL NADU, without reference to rules governing choice of laws. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. Any dispute relating to this Agreement shall be subject to the exclusive jurisdiction of the COIMBATORE, district  courts in and for the city of TAMIL NADU and county of INDIA, and you irrevocably consent to the personal and exclusive jurisdiction of such courts.

13. FORCE MAJEURE
AGHILHAM shall not be liable to Advertiser or any other person, firm or entity for any failure of performance under this Agreement if such failure is due to any cause or causes including, but not limited to, acts of God, fire, explosion, vandalism, cable cut, storm, or other similar occurrences; any law, order, regulation, direction, action or request of the government (including state and local governmental agency, department, commission, court, bureau, corporation or other instrumentality of any one or more of said governments) or of any civil or military authority; national emergencies, insurrections, riots, wars; or strikes, lockouts, or work stoppages or other labor difficulties; AGHILHAM’S failures, shortages, breaches or delays. 

14. MODIFICATIONS
We may modify any of the terms and conditions contained in this Agreement, at any time in our sole discretion. In such event, you will be notified either by email or by a change notice or a new agreement that will be posted on the
AGHILHAM.COM Site. Modifications may include, but are not limited to, changes in the scope of advertising program, changes to placement of advertising positions, payment procedures, and advertisement standards. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AGHILHAM SERVICE FOLLOWING OUR EMAIL OR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR AGHILHAM.COM SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE TO THIS AGREEMENT. 

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