By submitting an order for an On-line Ad ("On-line Ad") to be placed on Klippy.Com.
You, Your heirs, assigns, parent or subsidiary companies, agents, any other authorized
parties or parties representing to Klippy, Inc. to be authorized on Your behalf
(collectively referred to as, "You" or "Your") agree to the following terms and
conditions:
- If You submit an order for an On-line Ad, You agree to pay Klippy, Inc. or its designee
the final amount shown at the end of this submission form ("Submission Form") via
a valid credit card, check, or cash. The terms and conditions related to Your payment
for Your On-line Ad contained in additional terms and conditions set forth by credit
card issuer and set forth on this Submission Form are herein incorporated by this
reference. The term of this Agreement will start immediately after Your On-line
Ad is created and full payment is received and will terminate immediately after
the term of this Agreement. You will have the option of renewing Your On-line Ad
at anytime after Your On-line Ad has expired. You acknowledge that Klippy, Inc.
pricing for the On-line Ad services described herein may change at any time during
the term of this Agreement. Should these prices so change, You will be charged the
new price upon renewal of Your On-line Ad.
- Upon receipt of Your payment, Klippy, Inc. sole responsibility under this Agreement
is to place Your On-line Ad on Klippy.Com according to the placement information
set forth by You in the Submission Form, subject to the review and approval of Your
proposed On-line Ad by Klippy, Inc., in its sole discretion. You acknowledge that
Klippy, Inc. retains total discretion regarding any other placement or content details
regarding Your On-line Ad. Klippy, Inc., in its sole discretion, may elect not to
place Your On-line Ad on Klippy.Com for any reason whatsoever, including, but not
limited to content that is deemed by Klippy, Inc. to be sexually explicit or suggestive,
violent, illegal, immoral or otherwise not in accordance with the values, standards
and policies of Klippy, Inc. Klippy, Inc. strictly prohibits the use of HTML coding
in the creation of Your On-line Ad with the only exception to the
tag. Should Klippy, Inc. be unable to initially approve and therefore display Your
proposed On-line Ad, for any of the reasons, it will notify you and note what needs
to be changed for Klippy, Inc. to approve and place your ad online. In the event
You are unable or unwilling to modify the ad so that it is acceptable to Klippy,
Inc., Klippy, Inc. will refund any payment received. Should You elect to modify,
alter or change Your On-line Ad in any way after initial approval, Klippy, Inc.
will have the right to once again approve/disapprove Your modified, altered or changed
On-line Ad. You acknowledge that Klippy, Inc will not display Your proposed On-line
Ad on Klippy.Com until final approval. Should Klippy, Inc. be unable to approve
and therefore display Your altered On-line Ad, for any reason, it will notify you
and note what needs to be changed for Klippy, Inc. to approve and place your ad
online. In the event You are unable or unwilling to modify the ad so that it is
acceptable to Klippy, Inc. you acknowledge that Klippy, Inc. will not provide any
refund for monies You have paid should Your edited On-line Ad not be approved.
- Klippy, Inc. has no obligation to provide any creative, design, technical or production
services to You and the nature and extent of any such services which Klippy, Inc.
may provide to You will be determined by Klippy, Inc. in its sole discretion.
- Klippy, Inc. will use reasonable efforts to place Your On-line Ad onto Klippy.Com
within two (2) business days after receipt of Your payment to Klippy, Inc. Following
Your alteration or edit to the ad, Klippy, Inc. will use reasonable efforts to approve
and re-place Your On-line Ad onto Klippy.Com within two (2) business days after
receipt of the altered ad, Should Your On-line Ad be placed on Klippy.Com after
this time, Your sole remedy will be an extension of the expiration date of Your
On-line Ad and the term of Your order equal to the number of days beyond the normally
scheduled two (2) business days to place Your On-line Ad on Klippy.Com. This remedy
only applies to delays created by Klippy, Inc. and does not include periods of any
length required to make changes to ads that are not approved.
- You are solely responsible for any legal liability arising out of or relating to
Your respective service(s) and any content accessible to users of Your service(s)
contemplated or arising from the downloading and use of Your On-line Ad. You represent
and warrant that You hold the necessary rights to permit the use of Your service(s)
and redemption of Your On-line Ad and that the use, reproduction, distribution or
transmission and redemption of Your On-line Ad will not violate any criminal or
common law, any statutory rights or any rights of any third parties, including,
but not limited to, such violations as infringement or misappropriation of any copyright,
patent, trademark, trade secret, music, image or other proprietary or property right,
false advertising, unfair competition, defamation, invasion of privacy or right
of celebrity, violation of any anti-discrimination law or regulation, violation
of any state or federal decency or obscenity law or regulation or any other right
of any person or entity. You agree to defend, indemnify and hold harmless Klippy,
Inc., its successors, assigns, subsidiaries, agents, officers, Directors, employees,
attorneys, accountants, affiliates, distributors, and franchisees ("Releasees")
from and against any and all liability, loss, damages, claims or causes of action,
lawsuits and expenses of any kind, including reasonable legal fees and expenses
that may be incurred by Klippy, Inc. (including in-house attorneys' fees) in defending
any such action, arising out of or related to a Your breach of any of the foregoing
representations and warranties or any other terms and conditions in this Agreement.
- You acknowledge that all information You provide in the Submission Form may be used
by Klippy, Inc. in its sole discretion, unless otherwise prohibited by law.
- All copyrights to templates, artwork and graphics used to create Your On-line Ad
and other template or other original content located on Klippy.Com shall remain
the sole property of Klippy, Inc. or its licensors. Accordingly, except for any
rights You may have in Your trade name, You acknowledge that You retain no exclusive
copyright or other intellectual property rights in the components used to create
Your On-line Ad or in the completed On-line Ad You create. Should You own any such
trademark or other rights in Your trade name, You hereby grant Klippy, Inc. a non-exclusive,
worldwide license to market display, license, distribute, reproduce, transmit, perform,
and promote Your On-line Ad and the products or services contained therein through
Klippy.Com and use any of Your trademarks, trade names and service marks in connection
with this Agreement.
- Klippy, Inc. may assign or make available any rights or delegate any duties under
this Agreement to any party. Your rights, duties, and obligations under this Agreement
are not transferable.
- KLIPPY, INC. MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AND KLIPPY, INC.
HEREBY SPECIFICALLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR, IMPLIED,
REGARDING KLIPPY.COM OR ANY REDEMPTION OF ANY KIND YOU MAY OR MAY NOT RECEIVE OF
YOUR ON-LINE AD, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
YOU ACKNOWLEDGE THAT KLIPPY, INC. HAS NOT MADE ANY SUCH EXPRESS OR IMPLIED WARRANTIES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KLIPPY, INC. SPECIFICALLY DISCLAIMS
ANY WARRANTY REGARDING (I) THE NUMBER OF PERSONS THAT WILL ACCESS OR "CLICK THROUGH"
TO YOUR ON-LINE AD (II) ANY BENEFIT THAT YOU MIGHT OBTAIN FROM INCLUDING YOUR ON-LINE
AD ON KLIPPY.COM (III) OR THE FUNCTIONALITY OF KLIPPY.COM WITH RESPECT TO YOUR ON-LINE
AD.
- UNDER NO CIRCUMSTANCES SHALL KLIPPY, INC. BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY NATURE, EVEN IF SUCH PARTY SHALL HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM THE USE OR INABILITY
TO USE KLIPPY.COM OR FROM ANY OTHER ASPECT OF THE RELATIONSHIP PROVIDED FOR BY THIS
AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR
LOST BUSINESS. KLIPPY, INC. SHALL NOT BE LIABLE TO YOU UNDER THE AGREEMENT FOR MORE
THAN THE AMOUNTS PAID TO KLIPPY, INC. BY YOU HEREUNDER.
- The parties to this Agreement are independent contractors. There is no relationship
of agency, partnership, joint venture, employment or franchise between the parties
in any way. Neither party nor its employees has the authority to bind or commit
the other party in any way, or to incur any obligation on its behalf.
- This Agreement, coupled with the Payment Terms and Conditions, set forth the complete
and exclusive agreement between the parties with respect to the subject matter hereof,
and supersedes all prior oral and written understandings, communications or agreements
not specifically incorporated herein. This Agreement may not be modified except
in a writing duly signed by You and Klippy, Inc.
- This Agreement shall be interpreted, construed and enforced in accordance of the
laws of the State of Indiana, without regard to its conflict of laws provisions.
You hereby irrevocably consent to the exclusive jurisdiction of the courts of Porter
County, Indiana and the federal courts therein in connection with any action arising
under this Agreement.
- In the event any provision of this Agreement is held invalid by a court with jurisdiction
over the parties to the Agreement, the remaining provisions of this Agreement shall
remain in full force and effect.
- You may terminate this Agreement at any time. Any fees paid are not refundable,
except as set forth in paragraph 2 above.
- Klippy, Inc. will not be liable for delay or default in the performance of its obligations
under this Agreement if such delay or default is caused by conditions beyond its
reasonable control, including, but not limited to, fire, flood, accident, earthquakes,
telecommunications line failures, storm, acts of war, riot, government interference,
strikes and/or walk-outs.
- Each party represents and warrants that (i) such party has all necessary right,
power and authority to enter into this Agreement; and (ii) nothing contained in
this Agreement or in such party's performance hereunder will place such party in
breach of any other contract or agreement to which it is a party.
If You fail to abide by any of the above terms and conditions after initial approval
of Your On-line Ad, Klippy, Inc. will terminate this Agreement immediately and immediately
remove Your On-line Ad from Klippy.Com. Klippy, Inc. will not be obligated to provide
any refund whatsoever of any monies You have paid after Your initial approval.