Advertising - Terms of Agreement
(1) BlueDot Expat Services LLC, a company incorporated in accordance with the laws of the Texas, USA having its registered office at 5537 Huisache Street, Bellaire, Texas 77401 (“BlueDot”); and
A. BlueDot owns and operates an Internet website which disseminates information relevant to executive relocation including lists of providers of certain products and services that are available and relevant to executive relocation.
B. The Vendor provides products and services relevant to executive relocation.
C. BlueDot has agreed to publish information relating to the products and services offered by the Vendor on its website on the terms of this Agreement.
It is agreed as follows:
1.1 In this Agreement, unless the context otherwise requires:
1.1.1 “Agreement” means this agreement;
1.1.2 “Anniversary Date” means each anniversary of the Commencement Date;
1.1.3 “Commencement Date” means the date of commencement of the Listing which coincide with the date payment has been received;
1.1.4 “Content Standards” means the standards for the content of the Vendor Information as set out in clause 3;
1.1.5 “List” means a list of suppliers of products or services as categorised in paragraph 3 of the Schedule and on one or more of which may be placed or through which may be accessed, the Vendor Information;
1.1.6 “Listing” means the display of the Vendor Information through one or more of the Lists;
1.1.7 “Listing Fee” means the fees set out paragraph 2 of the Schedule;
1.1.8 “Schedule” means the schedule to this Agreement;
1.1.9 “Paguro Services” means the operation of the Website, the Listing and the publishing of information relevant to the products and services offered to globally mobile persons, including but not limited to, those services set out in clause 4;
1.1.10 “Technical Specification” means the specification for the Vendor Information as set out on the Advertisement page;
1.1.11 “Advertisement page” means the form located on the Website at http://www.paguro.net/advertise whereby the Vendor shall submit information to the Website;
1.1.12 “Vendor Information” means the information submitted by the Vendor by means of the Advertisement page including the Vendor Logo, the Vendor’s contact details including the Vendor URL and any text or graphics uploaded to the Website by the Vendor;
1.1.13 “Vendor Logo” means the Vendor’s logo, in .jpg or .gif format complying with the Technical Specifications;
1.1.14 “Vendor Page” means an Advertisement page on the Website which is hyperlinked to the List and which sets out the Vendor Information;
1.1.15 “Vendor URL” means the universal resource locator for the Vendor’s website;
1.1.16 “Website” means Paguro.net, an Internet publication owned and operated by BlueDot on the World Wide Web of the Internet under the domain and sub-domains of www.paguro.net (including www.paguro.com, www.paguro.org) (“the Website”);
1.1.17 words denoting any one gender include all other genders and words denoting the singular shall include the plural and vice versa; and
1.1.18 a reference to a “clause” is a reference to a clause of this Agreement.
1.2 Headings are for ease of reference only and shall not affect the interpretation of this Agreement.
2. Submission of Information
2.1 The Vendor shall submit the Vendor Information to BlueDot for publication on the Website by uploading text and graphics to the Website via the Advertisement page.
2.2 The Vendor shall be solely responsible for the costs of producing the Vendor Information, complying with the Technical Specification and submitting the Vendor Information to the Website.
3. Content Standards
The Vendor Information shall comply with the Technical Specification and in addition shall not:
3.1 violate any laws or any rights of third parties, including but not limited to any infringement or misappropriation of any copyright, patent, trademark, trade secret, image or other proprietary or confidential information, or violate any antidiscrimination law or regulation;
3.2 contain any false advertising;
3.3 contain any defamatory or discriminatory statements or hate speech;
3.4 promote tobacco, alcohol or pornographic products or services or companies or subsidiaries or foundations providing such products or services or whose function it is to improve acceptance of such products or services;
3.5 contain any information that BlueDot, in its sole discretion, may determine to be unsuitable for publication on the Website or which may expose it, or any person associated with it, to legal action of any kind; or
3.6 contain any computer viruses.
Subject to the provisions of clause 5, BlueDot shall, on the Commencement Date publish the Vendor’s name, the Vendor Logo, a short description of the products and/or services offered by the Vendor and the Vendor’s contact details on the List and publish the Vendor Page which shall be hyperlinked to the Vendor’s name and to the Vendor Logo on the List.
5. Right to Refuse or Suspend a Listing
5.1 At any time, in its sole discretion, BlueDot may refuse or suspend a Listing or suspend the publication of certain of the Vendor Information for any reason, including, without limitation, if BlueDot judges that any of the Vendor Information does not comply with the Technical Specification or the Content Standards.
5.2 If a Listing is refused or suspended or the publication of certain Vendor Information is suspended in accordance with clause 5.1, BlueDot shall inform the Vendor of the reasons for such refusal or suspension and provide the Vendor with an opportunity to amend the Vendor Information by making a new submission. Any such submission by the Vendor shall be in accordance with this Agreement as if it were a new submission to the Website and shall be considered for publication by BlueDot within 15 days of such submission. Any Listing Fee paid in respect of a period during which a Listing is suspended in accordance with clauses 5.1 and 5.2 , shall be non-refundable.
5.3 At any time, in its sole discretion, BlueDot may terminate a Listing for any reason, including, without limitation, if BlueDot judges that any of the Vendor Information does not comply with the Technical Specification or the Content Standards in which case, the Vendor Information shall be removed from the Website and BlueDot shall refund any Listing Fee that the Vendor may have pre-paid.
5.4 The publication of the Vendor Information does not constitute an endorsement of a Vendor or of any Vendor Information or the quality of any goods or services supplied by the Vendor and BlueDot shall have the right to publish any corresponding disclaimer or warning notice on the Website.
6. Duration of Agreement
6.1 This Agreement shall commence on the date the payment has been received by BlueDot and continue for the defined period chosen by the Vendor unless terminated by BlueDot in accordance with the provisions of clause 5 or by BlueDot or the Vendor in accordance with clause 13.
6.2 This Agreement will not be renewed automatically unless specifically requested in writing by the Vendor.
7. Fees and Payments
7.1 In consideration of the provision of the BlueDot Services, the Vendor shall pay the Listing Fee. The Listing Fee shall be exclusive of any value added tax or similar taxes chargeable thereon, which shall accordingly be payable in addition to the Listing Fee.
7.2 The Vendor shall pay the Listing Fee at least 3 days prior to the Commencement Date and each Anniversary Date.
7.3 Any payments under this Agreement shall be in full, without any set-off or counterclaim whatsoever and free and clear of any deductions or withholdings, in immediately available, freely transferable, cleared funds to BlueDot’s account, paid via the secure server of the third party Paypal on any currency Paypal supports.
7.4 Subject to the provisions of clause 5.3, any Listing Fee once paid is non-refundable.
7.5 If the Vendor fails to make any payment on the due date then, without limiting any other right or remedy available to BlueDot, BlueDot may refuse or terminate a Listing in question.
This Agreement does not grant or imply an obligation on the part of BlueDot to publish, and BlueDot therefore has an unfettered right to publish on the Website, any information whether or not it relates to other vendors or other providers of the same or similar products or services to those supplied by the Vendor.
9.1 BlueDot makes no representations, warranties or guarantees as to the level of sales, purchases, click-throughs, sales leads or other performance that the Vendor may derive from its use of the BlueDot Services.
9.2 The Vendor represents and warrants that:
9.2.1 it has and will have full power and authority to enter into and perform this Agreement which constitutes obligations binding on it in accordance with its terms;
9.2.2 it has not relied on any representations, warranties or guarantees given by BlueDot in entering into this Agreement;
9.2.3 it has full right and title to all of the Vendor Information including the right to make such information available via the Website;
9.2.4 the Vendor Information complies and will at all times comply with the Content Standards and the Technical Specifications and with such other requirements as may be notified to the Vendor from time to time;
9.2.5 the entering into of this Agreement or the publication of the Vendor Information will not result in
(a) the infringement of any copyrights, trademarks, service marks, trade names, trade secrets, licences or other proprietary intellectual property rights by any person;
(b) an act of libel or defamation or a breach of confidentiality; and
(c) the infringement of any law; and
9.2.6 it has obtained all prescribed licences and permissions required for it to enter into this Agreement and to be bound by the obligations created therein.
10.1 The Vendor acknowledges that the publication of any information by BlueDot under the terms of this Agreement, including but not limited to the Vendor Information, is made solely at the risk of the Vendor and the Vendor hereby indemnifies BlueDot and will hold BlueDot harmless from any fees, liabilities, claims, losses, damages, judgments or penalties (including BlueDot’s legal counsel’s fees and expenses) including but not limited to claims of libel, defamation, breach of confidentiality, payment of copyright royalties or damages or liabilities of whatsoever nature arising from any actual or alleged infringement resulting, whether directly or indirectly, from:
10.1.1 the publication of the Vendor Information; or
10.1.2 any use by any third party of the products or services provided by the Vendor or any other claim howsoever related to the Listing.
10.2 The provisions of this clause 10 shall survive termination of this Agreement.
11. Limitations of Liability
11.1 BlueDot shall have no liability under this Agreement for disruption or interruption of the Paguro Services, errors or delays in the Paguro Services or the provision thereof, levels of use, loss of data, failure to meet the Vendor’s requirements, loss of brand equity or goodwill as a result of the Vendor Information appearing on the Website, or other loss or damage suffered by the Vendor as a result of its use of the Paguro Services other than is expressly provided for in this Agreement.
11.2 Without prejudice to clause 11.1, in the event of a claim by the Vendor against BlueDot under the terms of this Agreement, such claim shall be limited to a refund of unused monies paid to BlueDot, provided that any payment of such refund shall not give rise to or constitute an admission of liability on the part of BlueDot.
12. Status Reports
BlueDot shall not be required to provide the Vendor with usage statistics.
13.1 Either BlueDot or the Vendor may terminate this Agreement at any time by notice in writing to the other.
13.2 The provisions of clauses 9, 10, 11, and 15 shall survive termination of this Agreement.
14.1 The Vendor acknowledges that in entering into this agreement it has not relied on any representation, warranty, agreement, statement or other assurance (except those set out in this agreement) made by or on behalf of BlueDot and that (in the absence of fraud) it will not have and it hereby explicitly waives any right or remedy arising out of any representation, warranty, agreement, statement or other assurance not set out in this agreement.
14.2 No variation or agreed termination of this agreement shall be of any force or effect unless in writing and signed by each party.
14.3 The failure to exercise or delay in exercising any right or remedy under this agreement shall not constitute a waiver of that right or remedy or a waiver of any other right or remedy and no single or partial exercise of any right or remedy under this agreement shall prevent any further exercise of that right or remedy or the exercise of any other right or remedy.
14.4 This agreement shall be personal to the parties and no party shall be entitled to assign its rights or obligations under this agreement to any person without the prior written consent of each other party.
15.1 Any notice or other communication under or in connection with this Agreement shall be in writing and (unless otherwise agreed in writing) shall be delivered by email, personally or by a commercial courier to the party due to receive the notice or communication at its address set out above or at such other address as the relevant party may specify by notice in writing to the other party.
15.2 Any notice or other communication shall be deemed to have been duly given if delivered personally when left at the address referred to in clause 15.1 or if delivered by commercial courier on the date of signature of the courier's receipt.
16. Governing law
The construction, validity and performance of this Agreement shall be governed and construed in all respects by the law of the United States of America.
This Agreement may be executed in any number of counterparts each of which when executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.
This Agreement is considered entered on the date the payment for the advertisement has been submitted.