Norwich Top Ten


	These standard terms and conditions (the "Terms and Conditions") are entered into between Top Ten Group. ("Top Ten Group") and the Advertiser referenced on the corresponding insertion order ("Insertion Order" or "IO"). These Terms and Conditions shall be deemed incorporated by reference into any corresponding Insertion Order submitted by Advertiser. The Terms and Conditions and the Insertion Order shall be collectively known as the "Agreement." 1. Term. The term of these Terms and Conditions commences on the Start Date set forth in the Insertion Order and continues in force and effect until terminated pursuant to section 9. 2. Terms of Payment. If advertising with Top Ten Group for the first time, Advertiser must pay the total amount due for the Insertion Order in advance of the Start Date specified in the Insertion Order. If Top Ten Group approves Advertiser's request for credit, Top Ten Group will invoice Advertiser monthly or as otherwise set forth in the Insertion Order. Unless otherwise indicated in an Insertion Order, Advertiser must remit payments to Top Ten Group upon receipt of the invoice. In the event of any failure by Advertiser to make payment, Advertiser will be responsible for all reasonable expenses (including attorneys' fees) incurred by Top Ten Group in collecting such amounts. All payments due are in Great British Pounds. 3. Provision of Advertising Materials. Unless otherwise agreed, Advertiser will provide all advertising materials to Top Ten Group at least three business days before the desired date of publication to advertising@norwichtopten.co.uk, or such other address as Top Ten Group may specify from time to time. If advertisement materials are not provided in accordance with this policy, Top Ten Group cannot guarantee that the corresponding advertisement will commence by the start date indicated in the Insertion Order. All changes to an advertisement must be made in writing (and prior to the lead time deadline) to advertising@norwichtopten.co.uk. Advertiser hereby grants to Top Ten Group a non-exclusive, worldwide, fully paid license to use, perform, reproduce, display, transmit and distribute the advertisement and all contents therein in accordance with this Agreement. 4. Right to Reject Advertisement. All advertisements are subject to Top Ten Group's approval. Top Ten Group reserves the right to reject any advertisement, Insertion Order, or URL link, at any time, for any reason whatsoever (including, but not limited to, belief by Top Ten Group that any placement thereof may subject Top Ten Group to criminal or civil liability). In such a case, Top Ten Group will provide Advertiser a written explanation of its decision and the basis therefore. Notwithstanding the foregoing, Top Ten Group will not cancel placement of an advertisement, Insertion Order, or URL link due to inventory demand from other advertisers. Advertiser remains ultimately responsible for the selection, content, and display of any advertisements, URL link, and Insertion Order. 5. Unavailable Advertisement Materials. If at the beginning of a campaign Advertiser fails to provide advertisement materials that are acceptable and that comply with section 3 of this Agreement, Top Ten Group shall have the right to charge Advertiser, at the rate specified in the Insertion Order, for inventory held by Top Ten Group pending receipt of acceptable materials from Advertiser. Once a campaign has begun, if either Top Ten Group or Advertiser chooses to terminate an advertisement, Top Ten Group shall have the right to publish in substitution any prior acceptable advertisement submitted by Advertiser until such time as Top Ten Group can reasonably begin publication of Advertiser's desired advertisement; if in Top Ten Group's sole discretion there exists no acceptable substitute advertisement, Top Ten Group shall have the right to charge Advertiser, at the rate specified in the Insertion Order, for inventory held by Top Ten Group pending receipt of acceptable materials from Advertiser. 6. Positioning. Advertising shall be placed on the website in accordance with the Insertion Order. 7. Reporting and Statistics. Top Ten Group will provide Advertiser with reporting information on a monthly basis so that Advertiser may monitor its campaign. Top Ten Group will undertake commercially reasonable efforts to deliver impressions in accordance with the estimates set forth in an Insertion Order. Because the estimates are forecasts, however, Top Ten Group makes no guarantee regarding the levels of impressions for any advertisement. Top Ten Group will maintain delivery statistics and Advertiser acknowledges that delivery statistics provided by Top Ten Group are the official and definitive measurements of Top Ten Group's performance on any delivery obligations provided in the Insertion Order. No other measurements or usage statistics (including those of Advertiser or any third party) shall be accepted by Top Ten Group or have any effect on this Agreement. An "impression" means each occurrence of a display of an advertisement. 8. Renewal. Except as expressly set forth in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional insertion orders shall be at Top Ten Group's sole discretion. Pricing for any renewal period is subject to change by Top Ten Group in its sole discretion. 9. Termination; Non-Cancellation. Subject to Paragraph 4 above, Top Ten Group shall have the right to terminate any Insertion Order (and this Agreement), with or without cause, at any time. Once an IO is submitted, it can not be terminated or cancelled by Advertiser for any reason and the submission of an IO shall be deemed an acceptance of this non-cancellation provision. 10. Effect of Termination. In the event of any termination, Advertiser shall remain liable for any amount due under an Insertion Order for advertisements delivered by Top Ten Group and such obligation to pay shall survive any termination of this Agreement. Upon termination for any reason, at the request of the disclosing party, the receiving party shall return all of the disclosing party's Confidential Information to the disclosing party. Sections 2, 8, 10, and 12-17 shall survive any termination of this Agreement. 11. No Assignment or Resale of Advertisement Space. Advertiser may not resell, assign, or transfer any of its rights hereunder. Any attempt by Advertiser to resell, assign, or transfer such rights shall result in immediate and automatic termination of this Agreement, without liability to Top Ten Group. 12. No Warranty. Top Ten Group MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. Top Ten Group DOES NOT WARRANT THAT Top Ten Group's DELIVERY OF SERVICES OR ADVERTISEMENTS HEREUNDER WILL BE ERROR-FREE, UNINTERRUPTED OR CONTINUOUS. 13. Limitations of Liability. In no event shall Top Ten Group be liable for any act or omission, or any event directly or indirectly resulting from any act or omission, of Agency or any third parties (if any). IN NO EVENT SHALL Top Ten Group BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOST PROFITS, LOSS OF BUSINESS, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF Top Ten Group HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Top Ten Group'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY Top Ten Group FROM ADVERTISER FOR THE INSERTION ORDER GIVING RISE TO THE CLAIM. Without limiting the foregoing, Top Ten Group shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, terrorism, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, Internet failures or communications lines failures or any other condition affecting production or delivery of the advertisements in any manner beyond the control of Top Ten Group. Advertiser acknowledges that Top Ten Group has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties. 14. Advertiser's Representations; Indemnification. Advertiser represents and warrants to Top Ten Group and third parties (if any), (a) that Advertiser holds all necessary rights to permit the use of the advertisement by Top Ten Group for the purpose of this Agreement; and (b) that the use, reproduction, distribution, transmission or display of advertisement, keywords selected by Advertiser, any data regarding users, and any material to which users can link, or any products or services made available to users, through the advertisement will not (i) violate any criminal laws or any rights of any third parties; (ii) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law. Advertiser agrees to defend Top Ten Group and third parties (if any) from and against any third party claim (including damage awards, settlement amounts, and reasonable legal fees and expenses incurred by Advertiser in such defense), arising out of or related to (1) breach of any of the foregoing representations and warranties, (2) any third party claim arising from the content or targeting of an advertisements provided by Advertiser, or any material to which users can link, or any products or services made available to users, through the advertisement under this Agreement. 15. Top Ten Group's Indemnification. Except as provided in Paragraph 14 above, Top Ten Group agrees to defend Advertiser from and against any third party claim (including damage awards, settlement amounts, and legal fees and expenses incurred by Top Ten Group in such defense) arising out of or related to Top Ten Group's breach of its obligations under this Agreement. 16. Conditions to Indemnification Obligations. The foregoing indemnification obligations shall exist only if the indemnified party (the "Indemnitee") (1) promptly notifies the indemnifying party (the "Indemnitor") of any such claim, (2) provides the Indemnitor with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and (3) gives the Indemnitor full control and sole authority over the defense and settlement of such claim. The Indemnitee may join in defense with counsel of its choice at its own expense. The Indemnitor shall not reimburse the Indemnitee for any expenses incurred by the Indemnitee without the prior written approval of the Indemnitor. 17. Confidentiality. Advertiser shall make no public announcement regarding the existence or content of the Insertion Order without Top Ten Group's prior written approval, which approval shall not be unreasonably withheld. Furthermore, during the term of this Agreement, and for a period of two years following any IO End Date, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. "Confidential Information" shall mean (1) advertisements, prior to publication, (2) the Insertion Order, (3) any Top Ten Group statistics that Top Ten Group deems to be Confidential Information, and (4) any information designated in writing, or identified orally at time of disclosure, by the disclosing party as "confidential" or "proprietary." The foregoing restriction does not apply to information that: (1) has been independently developed by the receiving party without access to the other party's Confidential Information; (2) has become publicly known through no breach of this Section 14 by the receiving party; (3) has been rightfully received from a third party authorized to make such disclosure; (4) has been approved for release in writing by the disclosing party; or (5) is required to be disclosed by a competent legal or governmental authority. 18. Priority. These Terms and Conditions shall supersede any and all conflicting terms in an Insertion Order unless (1) the terms relate to scheduling of an advertisement or pricing amounts, or (2) in a situation where a provision of these Terms and Conditions expressly allows for control by the Insertion Order (e.g., as noted in section 8, any renewal is in Top Ten Group's discretion unless the Insertion Order provides otherwise). 19. Miscellaneous. This Agreement: (1) shall be governed by and construed in accordance with the laws of the United Kingdom, without giving effect to principles of conflicts of law; and (2) will not be governed by the United Nations Convention of Contracts for the International Sale of Goods. This constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and prior oral or written agreements. All additions or modifications to this Agreement must be made in writing and must be signed by all Parties. Any dispute hereunder will be negotiated in good faith between the parties within thirty (30) days upon receiving written notice from one party to the other, provided however that this obligation does not eliminate any other remedies available to the parties. Any notices under this Agreement shall be sent to the addresses set forth in the Insertion Order (or in a separate writing) by facsimile or nationally-recognized express delivery service and shall be deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.