The following terms and conditions ("Advertising Terms and Conditions")
are deemed to be incorporated into each advertising insertion order
accepted by JewishBooksOnline ("Insertion Order"):
1. Terms of Payment
The Advertiser (as defined in the Insertion Order) will be invoiced
as per the payment schedule set out in the Insertion Order. Unless
otherwise expressly agreed by the parties in writing, the Advertiser
must ensure that payment is made to Jewishbooks Limited ("Jewishbooks")
in pounds sterling within thirty (30) days after the date of the
invoice, unless this date is earlier than the date on which the
relevant advertising is scheduled to begin in which case the due
date for payment will be no later than the date on which the advertising
is scheduled to begin.
For the avoidance of doubt, the Advertiser must pay at the rates
prescribed by applicable law all VAT (and all similar sales tax
(if applicable)) on the amounts due under this Insertion Order.
All amounts paid by the Advertiser after the due date will bear
interest at the rate of one percent (1%) per month (or the highest
rate permitted by law, if less) above the base lending rate of Jewishbooks
Ltd's main Bank, from time to time, from the date when payment was
due until the date of payment is received, whether before or after
judgment. In the event of any failure by the Advertiser to make
payment, the Advertiser will be responsible for all expenses (including
legal fees) incurred by Jewishbooks Ltd.in collecting the amounts
due. The Advertiser warrants that it contracts with Jewishbooks
Ltd.as principal notwithstanding that the Advertiser may be acting
as an advertising agency or media buyer or in some other representative
2. Positioning and Licence
2.1 The Advertiser hereby grants a world-wide non-exclusive, fully
paid licence to reproduce and display the advertisement (including
all contents, trademarks and brand features contained therein) in
accordance with the Insertion Order and these Advertising Terms
2.2 Except as otherwise expressly provided in the Insertion Order,
positioning of advertisements within the Jewishbooks properties
or on any page is at the sole discretion of JewishBooksOnline, and
JewishBooksOnline will not be prohibited from also carrying advertisements
for any product or business competitive to the product or business
of the Advertiser.
2.3 JewishBooksOnline does not warrant the date or dates of insertion
of the advertisement(s) and does not warrant that the advertisement(s)
will not be displayed after the end date specified. However, JewishBooksOnline
will use reasonable efforts to comply with the Advertiser?s wishes
in these regards.
2.4 The Advertiser grants to JewishBooksOnline the express right
to reproduce throughout the world screen shots of all or part of
any JewishBooksOnline property containing all or part of any of
the advertising materials supplied by the Advertiser to JewishBooksOnline
on or in any promotional or advertising material or campaign promoting
or advertising JewishBooksOnline.
3. Usage Statistics Notwithstanding the provisions of the Insertion
Order, the Advertiser acknowledges that JewishBooksOnline has not
made any guarantees with respect to usage statistics or levels of
impressions for any advertisement. JewishBooksOnline provides the
Advertiser with estimated usage statistics only as a courtesy to
the Advertiser and JewishBooksOnline will not be held liable for
any claims relating to any usage statistics however supplied. The
Advertiser acknowledges that delivery statistics provided by JewishBooksOnline
are the official, definitive measurements of JewishBooksOnline's
performance on any delivery obligations provided in the Insertion
Order. No other measurements or usage statistics (including those
of the Advertiser or a third party ad server) will be accepted by
JewishBooksOnline or have bearing on this Agreement.
4. Renewal Except as expressly set out in the Insertion Order,
any renewal of the Insertion Order and acceptance of any additional
advertising order will be at JewishBooksOnline's sole discretion.
The rates applicable to such renewal period (if any) are subject
to change by JewishBooksOnline from time to time in its absolute
5. No Assignment or Resale of Ad Space The Advertiser may not
resell, assign or transfer any of its rights hereunder, and any
attempt to resell, assign or transfer such rights will entitle JewishBooksOnline
to terminate this contract immediately, without liability on the
part of Jewishbooks.
6. Limitation of Liability
6.1 If JewishBooksOnline fails to publish any advertisement or
deliver the number of impressions as provided in the Insertion Order
(or in the event of any other failure, technical or otherwise, of
such advertisement to appear as provided in the Insertion Order),
JewishBooksOnline?s liability will be limited (at the option of
JewishBooksOnline) to either: (a) publishing the advertisement (or
a replacement advertisement if provided by the Advertiser) as soon
as is reasonably practicable in the period following the period
during which the advertisement was scheduled to run and for such
time as is necessary to generate a number of substitute impressions
equal to the shortfall, or (b) refund to the Advertiser that proportion
of the amounts paid which relate to those advertisements and/or
impressions which were not provided or, if the relevant amounts
were not paid by the Advertiser, agree that such amounts will not
be due or payable.
6.2 In no event will JewishBooksOnline be responsible for any indirect,
consequential, special or economic loss of any kind including without
limitation loss of profits, business, contracts, revenues, goodwill,
production and anticipated savings arising from any failure to publish
in a timely manner or at all any advertisement in accordance with
the Insertion Order.
6.3 Without limiting the foregoing, JewishBooksOnline will have
no liability for any failure or delay resulting from any governmental
action, fire, flood, insurrection, earthquake, power failure, riot,
explosion, embargo, strikes whether legal or illegal, labour or
material shortage, transportation interruption of any kind, work
slowdown or any other condition beyond the control of JewishBooksOnline
affecting production or delivery in any manner.
6.4 JewishBooksOnline does not limit or exclude liability for death
or personal injury caused by its negligence. 6.5 Each of the provisions
of this clause 6 are to be construed separately and independently
of the other, and if any provision of this clause 6 (or any other
clause herein) is found by any court or other judicial body of competent
jurisdiction to be invalid or unenforceable, the invalidity or unenforceability
of such provision will not affect the other provisions of this clause
6 (or any other clause herein) which will remain in full force and
7. Advertisers Representations; Indemnification.
7.1 The Advertiser warrants and represents to JewishBooksOnline
7.1.1 It has the right to publish all of the contents of the advertisements,
and can grant to JewishBooksOnline such right, and that such publication
will not: (a) infringe any rights of any third party including,
without limitation, intellectual property rights and rights of privacy,
and (b) violate any applicable law or regulation.
7.1.2 The advertisements do not contain anything that is defamatory,
obscene, false or misleading.
7.1.3 It has complied with the codes of practice issued by the
Committee of Advertising Practice in the UK and the Advertising
Standards Authority for Ireland in respect of electronic and online
advertising and all other relevant industry codes of practice.
7.1.4 The advertisement submitted pursuant to the Insertion Order
either: (a) does not constitute an investment advertisement within
the meaning of the Financial Services Act 1986 ("the Act") or other
applicable law, or (b) has been approved by an "authorised person"
within the meaning of the Act or is otherwise permitted under the
Act and the Advertiser has expressly notified JewishBooksOnline
in writing of this.
7.2 The Advertiser agrees to indemnify and keep indemnified JewishBooksOnline
and hold JewishBooksOnline harmless against any and all expenses,
damages and losses of any kind (including reasonable legal fees
and costs) incurred by JewishBooksOnline in connection with any
claims actual or threatened, of any kind (including, without limitation,
any claim of trademark or copyright infringement, libel, defamation,
breach of confidentiality, breach of any statutory or regulatory
duty, false or misleading advertising or sales practices) arising
from the advertisement and /or any material (of the Advertiser or
otherwise) to which users can link through the advertisement.
8. Provision of Advertising Materials The Advertiser will provide
all materials for the advertisement (including GIF or JPEG files),
in accordance with JewishBooksOnline's practices and policies in
effect from time to time, including (without limitation) the manner
of transmission to JewishBooksOnline, the lead-time prior to publication
of the advertisement and such technical specifications as JewishBooksOnline
may require from time to time. JewishBooksOnline will not be required
to publish any advertisement that has not been received in accordance
with such policies and practices and reserves the right to charge
the Advertiser, at the rate specified in the Insertion Order, for
inventory held by JewishBooksOnline pending receipt of acceptable
materials from the Advertiser which are past due.
9. Right to Reject Advertisement
All contents of advertisements are subject to JewishBooksOnline's
approval. JewishBooksOnline does not undertake to review the contents
of any advertisements and any such review of and/or approval by
JewishBooksOnline will not be deemed to constitute an acceptance
by JewishBooksOnline that such advertisement is provided in accordance
with these Advertising Terms and Conditions nor will it constitute
a waiver of JewishBooksOnline's rights hereunder. JewishBooksOnline
reserves the right at any time in its absolute discretion to:
9.1 Reject or cancel any advertisement, Insertion Order, URL link,
space reservation or position commitment; or
9.2 Remove any advertisement from any of the JewishBooksOnline
properties or any page.
10. Cancellations and Construction
The Advertiser cannot cancel the Insertion Order. No conditions
other than those set forth in the Insertion Order or these Advertising
Terms and Conditions will be binding on Jewishbooks unless expressly
agreed to in writing by an authorised representative of JewishBooksOnline.
In the event of any inconsistency between the Insertion Order and
these Advertising Terms and Conditions, these Advertising Terms
and Conditions will prevail.
11. Confidentiality and Public Announcements
11.1 The provisions of the Insertion Order and all communications
passing between the Advertiser and JewishBooksOnline are confidential
and must not be disclosed to any third party except: (a) by the
Advertiser to its qualified accountants or legal advisers, (b) by
JewishBooksOnline to its qualified accountants or legal advisers,
or (c) as otherwise agreed by the parties in writing or as otherwise
required by law.
11.2 If the parties have executed a non-disclosure agreement prior
to the date of this Agreement ("Non-Disclosure Agreement"), then:
(a) the Non-Disclosure Agreement is hereby incorporated into this
Advertising Terms and Conditions by reference whether or not it
is attached to the Insertion Order, and (b) each party must comply
with its obligations in the Non-Disclosure Agreement.
11.3 The Advertiser is hereby put on notice that JewishBooksOnline
and its affiliates are particularly sensitive to public statements
about the JewishBooksOnline web services, their contractual relationships
and product plans, and improper or ill-timed statements are likely
to have a detrimental effect on the business of JewishBooksOnline
and its affiliates and may contravene applicable law. Consequently,
the Advertiser must not, and must ensure that any person acting
on its behalf does not, make any public announcement in respect
of the Insertion Order or the relationship between the parties without
prior written consent of JewishBooksOnline including without limitation
any pre-announcement in respect of the display of advertising on
any JewishBooksOnline property. For the avoidance of doubt, the
foregoing prohibition includes public announcements by any third
party acting on behalf of the Advertiser and any communication which
the Advertiser knows will or is likely to be made public. Any breach
of this clause 11.3 by the Advertiser will be deemed to be a breach
of confidentiality under clauses 11.1 and/or 11.2.
These Advertising Terms and Conditions, together with the Insertion
Order (i) will be governed by and construed in accordance with,
the laws of England, and the parties submit to the non-exclusive
jurisdiction of the English courts; and (ii) constitute the complete
and entire expression of the agreement between the parties, and
supersede all other prior understandings, commitments, agreements
and (unless made fraudulently) representations, whether written
or oral between the parties. Clauses 6, 7, 11 and 12 will survive
any expiry or termination of these Advertising Terms & Conditions.
Notwithstanding any other provision in these Advertising Terms
& Conditions a person who is not a party to these Advertising Terms
& Conditions has no right under the Contracts (Rights of Third Parties)
Act 1999 to rely upon or enforce any term of these Advertising Terms
& Conditions but this does not affect any right or remedy of a third
party which exists or is available apart from that Act.