Anyone submitting any advertisement to be placed on this website is considered to be an Advertiser. As a condition for being allowed to submit an advertisement, each Advertiser agrees to the following terms and conditions:
1. ADVERTISING SERVICE DESCRIPTION. Eclipse2017.org (“Eclipse2017”) will provide the following advertising for Advertiser on the “Eclipse2017.org” website: A single web page, in a format and layout to be determined by Eclipse2017, displaying the Advertiser’s business name, business address, contact information (including phone number and email address), a condensed Google map image of the location for Advertiser’s business address, a maximum of four (4) photographs or other images, and a hyperlink to Advertiser’s website (the “Advertising Web Page”). The Advertising Web Page will be created by Eclipse2017 within fifteen (15) business days after Eclipse2017 receives both the fee set forth in Section 3 below and the Advertiser’s information set forth in Section 2 below. Eclipse2017 will not provide or acquire any Internet domain name on behalf of Advertiser. The Advertising Web Page provided by Eclipse2017 under this Agreement will remain Eclipse2017’s website until 10:00 PM EST on September 21, 2017, after which the advertising web page will be subject to removal at the sole discretion of Eclipse2017.
2. ADVERTISER’S INFORMATION. Advertiser will provide to Eclipse2017 its business name, address, contact information including phone number and email address, and URL for Advertiser’s website. Eclipse2017 shall make no effort to validate Advertiser’s information for content, correctness or usability. Any advertising information submitted by Advertiser must be in form and substance acceptable to Eclipse2017. Advertiser will deliver or transmit its advertising content to Eclipse2017 in a Microsoft Word file or text-based (i.e. *.TXT) file or HTML file via email or via mail on a CD. Advertiser will deliver any photos or images to Eclipse 2017 as individual .JPG files. Eclipse2017 reserves the right to edit or reject any advertising content submitted by Advertiser.
3. PAYMENT FOR ADVERTISING SERVICES. For each advertisement submitted to Eclipse2017, Advertiser will pay Eclipse2017 a flat fee of Two Hundred Fifty Dollars ($250.00) via PayPal at the time the advertisement content is submitted.
4. TAXES. If any federal, state or local governmental entity with taxing authority over the services provided under this Agreement imposes a tax directly on the services provided by Eclipse2017 to Advertiser under this Agreement (excluding any income, business and occupation, capital gain, death or inheritance, or other indirect taxes), then Eclipse2017 may pass the direct amount of such cost on to Advertiser, and Advertiser shall promptly pay such cost.
5. NO ASSIGNMENT OR RESALE OF AD 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 Eclipse2017.
6. OWNERSHIP. Neither party will acquire any ownership interest in each other’s intellectual property. Eclipse retains all right, title and interest in and to its website content, and all elements of its website, including all patent rights, copyrights, trademarks, trade secrets, know-how and any other proprietary rights recognized in any country or jurisdiction in the world, including registrations, applications, renewals and extensions of such rights therein. Advertiser retains all right, title and interest in its own logos, trademarks, and copyrighted material submitted by Advertiser to Eclispe2017 for inclusion in the Advertising Web Page. The Advertiser grants to Eclipse2017 the non-exclusive, world-wide, royalty free license and right to, by itself or through third parties, set up, reproduce, publish, transmit, distribute or otherwise use any logos, trademarks, trade names, advertising content, graphics, files, code, data other materials provided by Advertiser to Eclipse2017 under this Agreement for purposes of inclusion in the Advertising Web Page.
7. PROHIBITION OF PUBLICATION OF CERTAIN MATERIAL. Advertiser shall not knowingly or unknowingly submit to Eclipse2017 for publication any of the following material (including but not limited to pictures, links, or any other content):
(a) Any material which violates or infringes any rights of any third parties, including without limitation, patent, copyright, trade-mark, trade secret, privacy, publicity, confidentiality or other proprietary rights;
(b) Any material that is libelous, slanderous, illegal, harmful, pornographic, abusive, hateful, obscene, threatening, racist, discriminatory or defamatory or which encourages illegal activities;
(c) Any material that violates the laws, statutes or regulations of any jurisdiction;
(d) Any material that contains computer viruses, trojans, hacking, phishing, malware, and any other harassing or malicious software;
(e) Any material that contains links to sites displaying the type of material defined in sub-paragraphs (a) through (d) above.
Due to the public nature of the Internet, all material submitted by Advertiser for publication will be considered publicly accessible. Eclipse2017's publication of material submitted by Advertiser does not create any express or implied approval by Eclipse2017 of such material, nor does it indicate that such material complies with the terms of this Agreement. In the event of non-compliance by Advertiser, Eclipse2017 reserves the right to edit or remove Advertiser’s content from the Advertising Web Page immediately without refund.
8. DISCLAIMER OF WARRANTIES AND GUARANTEES. ECLIPSE2017'S SERVICE IS PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ECLIPSE2017 DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE OR ANY ADS INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ECLIPSE2017 EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SERVICE OR ADS WILL MEET ADVERTISER’S REQUIREMENTS, THAT THE SERVICE OR ADS WILL BE COMPATIBLE WITH ADVERTISER’S SITES, THAT THE OPERATION OF THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED. ECLIPSE2017 ALSO EXPRESSLY DISCLAIMS, AND MAKES NO GUARANTEES REGARDING, ANY LEVEL OF VIEWER TRAFFIC TO ANY ADVERTISEMENT OR WEB PAGE, OR ANY LEVEL OF RESPONSE TO ANY ADVERTISEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ECLIPSE2017 OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
9. ADVERTISER’S WARRANTY. Advertiser represents and warrants that: (a) it owns without restriction, or has obtained license rights to, all content, including without limitation, text, images and video, submitted by Advertiser for publication on Eclipse2017's website sufficient to permit Eclipse2017 to display advertising pursuant to this Agreement; (b) none of the content submitted by Advertiser to Eclipse2017 infringes any third party intellectual property rights or any publicity or privacy rights of any third party; (c) none of the content submitted by Advertiser to Eclipse2017 is defamatory, vulgar, pornographic or obscene; and (c) its use of the Advertising Web Page and Eclipse2017's services will be in compliance with all applicable laws and regulations.
10. INDEMNITY. Advertiser agrees to indemnify, defend and hold Eclipse2017 and its officers, directors, employees and agents harmless from and against any third party claims, liabilities, damages, losses and expenses, including, without limitation, reasonable legal fees and expenses, arising out of or in connection with: (a) Advertiser’s use of Eclipse2017's advertising services; (b) the publishing of any advertising content submitted by or on behalf of the Advertiser regardless of whether Eclipse2017 participated in the creation of such advertisement or the linkage of any advertisement to any other material; (c) the loss, theft, use, or misuse of any credit or debit card or other payment, financial, or personal information in connection with any transaction associated with Advertiser’s advertisement; (d) the products and/or services promoted, sold, presented and/or contained in Advertiser’s advertisements; (e) any claim that any content provided by Advertiser for inclusion in the Advertising Web Page violates applicable laws or regulations, or any rights of another person or entity, including without limitation any intellectual property rights or rights of publicity or privacy; and (f) a breach or alleged breach by Advertiser of its covenants, warranties and obligations under this Agreement.
11. LIMITATION OF LIABILITY. IN NO EVENT WILL ECLIPSE2017 BE LIABLE TO ADVERTISER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT ECLIPSE2017 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY ON WHICH SUCH CLAIM FOR RECOVERY IS BASED. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE AGREEMENT, IN NO EVENT WILL ECLIPSE2017'S AGGREGATE LIABILITY TO ADVERTISER AND ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY ADVERTISER TO ECLIPSE2017.
A. Advertiser acknowledges and agrees that Eclipse2017 has made no representations, warranties or agreements of any kind, except as expressly set forth herein.
B. Governing Law. The Agreement will be governed by the laws of the State of Indiana, without regard to its conflict of law provisions. Any disputes relating to the Agreement will be adjudicated in the state courts located in Hendricks County, Indiana, or the federal courts located in Indianapolis, Indiana. The parties consent to exclusive personal jurisdiction and venue therein.
C. Notices. All notices required or permitted under this Agreement will be in writing and delivered by: (a) confirmed facsimile transmission or email with a delivery receipt, in both cases deemed given upon delivery of confirmation; (b) certified mail, deemed given five (5) days after mailing; or (c) by courier or overnight delivery services, deemed given upon receipt. All communications will be sent to a party's then-current address, email address, or facsimile number, as provided in writing to the other party.
D. Force Majeure. Eclipse2017 shall not be liable to Advertiser for any failure or delay in its performance due to any cause beyond its control, including acts of war, acts of God, earthquake, riot, sabotage, labor shortage or dispute, Internet interruption, government acts, or any other condition affecting production or delivery in any manner beyond the control of Eclipse2017.
E. Relationship of Parties. Nothing in the Agreement will be construed to create a partnership, joint venture or agency relationship between the parties or to give either party the power to bind the other or to incur obligations on the other's behalf. The Agreement is intended for the sole and exclusive benefit of the parties, and is not intended to benefit any third party.
F. Assignment. Advertiser may not assign the Agreement, in whole or in part, by operation of law or otherwise without Eclipse2017's prior written consent and any such purported assignment shall be void.
G. Remedies. Advertiser acknowledges that its breach of any proprietary rights provision of the Agreement may cause Eclipse2017 irreparable damage, which monetary damages would be inadequate to remedy. Consequently, Eclipse2017 may seek injunctive or other equitable relief to enforce this Agreement and prevent any and all acts in violation of those provisions. The exercise by either party of any remedy under the Agreement will be without prejudice to its other remedies under the Agreement or otherwise.
H. Entire Agreement. The Agreement constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings concerning its subject matter. The waiver by either party of any default or breach of the Agreement will not constitute a waiver of any other or subsequent default or breach. If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force.