This AGREEMENT (“Agreement”) is dated as of today (the “Effective Date”) and is entered into by SMG, a California company, the operator of SemiEngineering.com or Semiconductor Engineering (hereafter “SemiEngineering”) and the advertiser (“Advertiser”), for a period specified by the terms of your payment selected from the rate card.
NOW, THEREFORE, the parties agree as follows:
- Advertiser will deliver content and banners to SemiEngineering for use on its web site.
- Advertiser agrees to provide additional information such contact and address to SemiEngineering past this initial payment process and registration.
Responsibility for Website:
- Each party will be solely responsible for the development, operation, maintenance, and content of its website and for all materials that appear on the website including, without limitation, ensuring that the materials posted on the website are accurate and do not defame or violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).
- Each party agrees to indemnify and hold the other harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of its website.
Representations and Warranties:
- Advertiser hereby represents, warrant and covenant that its website and the content, goods and services offered do not and will not:
- violate any law, statute, ordinance or regulation or promote illegal activities;
- contain or promote obscene materials;
- promote violence;
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- contain content which is defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
- sell or otherwise market pre-written term papers or essays or other fraudulent materials;
- infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy.
- Advertiser agrees to hold harmless and to indemnify SemiEngineering fully for any claims, which arise as a result of the Advertiser’s breach of any of the above warranties.
Relationship of Parties:
- SemiEngineering and Advertiser are independent, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. SemiEngineering will have no authority to make or accept any offers or representations on behalf of Advertiser and vice versa. SemiEngineering and Advertiser will not make any statement, whether on their website or otherwise, that reasonably would contradict anything in this Section.
Limitation of Liability:
- UNDER NO CIRCUMSTANCES SHALL SEMIENGINEERING, ITS EMPLOYEES, ITS SUBSIDIARIES, PARTNERS, EMPLOYEES AND OFFICERS, AGENTS, PARENT COMPANIES, AFFILIATES AND SUPPLIERS BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY USING THIS MATERIAL YOU RID SEMIENGINEERING, ALL ITS EMPLOYEES, THE AUTHOR, EDITOR AND OTHER INVOLVED PARTIES OF ALL LIABILITIES. IN ADDITION, SEMIENGINEERING MAKES NO REPRESENTATION THAT THE OPERATION OF THE SEMIENGINEERING AND OTHER NETWORK SITES WILL BE UNINTERRUPTED OR ERROR-FREE, AND SEMIENGINEERING WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
- THE LIABILITY OF SEMIENGINEERING, ITS PARTNERS, EMPLOYEES, SUBSIDIARIES AND OFFICERS AS A RESULT OF ANY ACT OR OMISSION NOT AMOUNTING TO A WILLFUL OR INTENTIONAL WRONG, INCLUDING ALL ATTORNEY FEES TO CLIENT SHALL NOT EXCEED AN AGGREGATE LIMIT OF TOTAL AMOUNT PAID FOR ANY SERVICES RENDERED IN THE PAST THREE MONTHS (IF ANY), REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS IMPOSED.
- Rejection: SemiEngineering may, in its complete discretion, refuse at any time, prior to or during publication, for any reason to accept any Advertiser Submission and/or to publish any Advertisement. In the event SemiEngineering exercises such discretion, SemiEngineering shall refund the applicable pro rata portion of fees paid for advertising services not yet provided.
- Severability: If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
- Liquidated Damages: Any fees payable by Advertiser to SemiEngineering are for non-refundable setup fees and therefore it cannot be pro-rated in the event of a material breach, which will result in the termination of this agreement.