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Advertiser Agreement



ADVERTISER AGREEMENT

This agreement (the "Agreement") is made by and between hookupapps.review (“EGG”) and the person or entity accepting this Agreement ("Advertiser") as of the date set on which such acceptance occurs.

WITNESSETH:

WHEREAS, EGG may be or is engaged in, among other things, the publication of adult entertainer information, advertisements, and content on one or more owned or not owned, or affiliated, via contract or otherwise, websites, portals, networks, and other paper and electronic outlets including, without limitation, hookupapps.review (the "EGG");

WHEREAS, if Advertiser is an individual, Advertiser wishes to promote and advertise Advertiser’s own website, Advertiser’s own social networking site(s), if permitted and applicable, or personal services by having photographs, descriptions, text and other content and information relating to Advertiser or such website or personal services posted on one or more of the outlets on the EGG and elsewhere, whether through the classified listings, banners, and/or links; and

WHEREAS, if Advertiser is third party such as an Agency, Advertiser operates an adult entertainment service (or represents adult entertainers) and desires to submit photographs, descriptions, text and other content and information about the adult entertainers whom Agency employs or represents for posting on one or more of the outlets on the EGG and elsewhere, whether through the classified listings, banners, and/or links; and

WHEREAS, subject to Advertiser’s strict compliance with the terms and conditions of this Agreement, Advertiser may submit and post Advertiser's supplied images and content on one or more of the outlets on the EGG;

NOW THEREFORE, in consideration of the mutual promises and agreements hereunder contained and for good and valuable consideration, the adequacy and sufficiency of which is acknowledged, the parties, each intending to be legally bound hereby, do promise and agree as follows:

Important!  You manifest your agreement to this Agreement by any act demonstrating your assent thereto, including typing your name or initials into a signature line provided by EGG, and/or clicking any button containing the words “I agree”, “Submit”, “Create Account” or similar syntax.  You may submit a paper copy of this transaction and print this form for your personal records. You have the right to withdraw your consent to use the E-Sign Act by emailing us at [email protected]  Your consent to use the E-Sign Act is limited to providing the information on this form. Access to this electronic record requires a simple browser program such as Internet Explorer and a computer.

1.         Posting of Content. Subject to payment of all fees and Advertiser’s strict compliance with EGG’s policies and procedures and this Agreement, Advertiser may submit and post its Content (which means any of its content, materials, information, visual images, photos, video, graphics, text material, biographical and contact information) on one or more of the outlets on the EGG strictly in accordance with the following:

1.1       Advertiser warrants and agrees that all Content submitted and/or posted by Advertiser shall have been produced in accordance with all applicable provisions of the Child Protection Laws of Domicile of EGG, similar laws in your country as well as all other applicable Federal, State, local, and Foreign Jurisdiction laws and regulations.

1.2       Advertiser further warrants and agrees that all Content submitted and/or posted is exempt from record keeping requirement obligations, laws and regulations.  If such content is deemed not to be exempt from these obligations, then Advertiser is solely responsible for the keeping of all records required by these obligations or as requested by EGG. Nothing in this paragraph shall be interpreted as allowing depictions covered by applicable laws and regulations.  If demanded by EGG, Advertiser shall promptly provide EGG with the full legal name of its Records Custodian, and a copy of any and all age records required by applicable laws and regulations, relating to content posted on one or more outlets on the EGG.  It is the intent of Advertiser and EGG that the EGG shall serve solely as a venue for the independent electronic exhibition of the Content and therefore Advertiser agrees that EGG shall not be required to comply with any of the obligations of record keeping requirement laws and regulations with respect to any visual Content submitted and/or posted by Advertiser.  In addition, if Advertiser is submitting Content from a Foreign Jurisdiction, Advertiser shall keep all records as may be required under the laws of such Foreign Jurisdiction, in addition to any other obligations imposed hereunder.

1.3       Advertiser bears full and sole responsibility for the production, publication, and posting of the Content.  Advertiser shall notify EGG within one business day of first posting of any corrections, changes or deletions necessary thereto.  No refunds or credits (which include credits, adjustments, coupons, “EGG dollars”, and the like) are provided by EGG and none should be expected by Advertiser. 

(a)        However, to the extent EGG does provide a refund, EGG, at its sole discretion, will either (i) if Advertiser used a credit card for payment, EGG will issue a credit back to such credit card or (ii) EGG will issue a refund check which will be mailed to the Advertiser of record at such Advertiser’s address on record.  Such refund check must be presented for payment to a financial institution within ninety (90) days or such check (and the refund amount) will be cancelled and forfeited and no replacement check will be provided.  To the extent EGG does provide or post a credit to Advertiser’s account or has provided a credit in the past, in each case, for any reason whatsoever, such credit must be used no later than either one hundred eighty (180) days of being posted to the Advertiser’s account or one hundred eighty (180) days from the Effective Date of this Agreement, whichever occurs last, or it will be cancelled and forfeited and no replacement will be provided.  Any overpayment will be posted as a credit and handled in accordance with this paragraph. 

(b)        Advertiser bears full and sole responsibility for ensuring that each payment is appropriately and adequately marked such that EGG is able to apply such payment to Advertiser’s account and advertisement. Advertiser must contact EGG promptly if Advertiser believes that such Advertiser’s payment has not been applied correctly.  If EGG is unable to apply a payment within ninety (90) days after its receipt, such payment is forfeited, becomes the property of EGG, and will not be refunded. 

(c)        If the parties agree that Advertiser will pay for advertisements based on a variable fee model such as impressions, clicks, exposure, conversions, and the like (eg., banner ads), Advertiser must pay EGG a non-refundable retainer fee in advance.  At the end of a reporting period, as determined by EGG in its sole discretion, EGG will submit to Advertiser a report documenting the calculation of the advertising fee and such fee will be deducted from the retainer amount. EGG’s records, files, statistics, and reports will be the only basis for the calculation of the advertising fee, and are not subject to audit.  Any questions concerning such calculation must be submitted within five (5) business days or such fee calculation will be deemed final. The parties acknowledge and agree that a variable fee model as described above is a common method for calculating an advertising fee between independent internet businesses and does not mean and does not imply that EGG owns, controls, or has any influence over Advertiser’s business.  Advertiser has sole and complete ownership and control over its business.    

(d)        Advertiser acknowledges and agrees that Advertiser’s financial institution or vendor may impose a fee on Advertiser as a result of Advertiser paying its advertising or service fees to EGG using such financial institution or vendor’s credit card or other payment method.  Advertiser is advised to understand such fees in advance as Advertiser is solely responsible for payment of such fees.

1.4       Advertiser is solely liable for any of the Content provided through any link included on one or more outlets on the EGG and for any technical malfunctions, errors or other problems caused by such link.  Advertiser specifically indemnifies and holds the EGG Group (which means EGG, its owners, officers and directors, successors, assigns, affiliates, agents and licensees, and, in all cases, their respective owners, officers and directors, successors, assigns, affiliates, agents, and licensees) harmless for any claims, debts or allegations relating to any site linked to one or more outlets on the EGG by the Advertiser.  Advertiser further warrants that it will not provide a link to any other site besides a direct link from the EGG to its own web site.

1.5       Advertiser is solely responsible for any Content submitted to EGG on Advertiser’s behalf by third parties, such as photographers or other delegates of Advertiser and all provisions of this Agreement shall apply to such Content.  Advertiser warrants and represents that it owns and retains all necessary rights to display all Content submitted to EGG in accordance with this Agreement, including, without limitation, all necessary model releases, copyright licenses, assignments, publicity rights and the like.  Advertiser specifically indemnifies and holds the EGG Group harmless for any claims, debts or allegations relating to any Content it submit and/or posts pursuant to this Agreement.

1.6       Advertiser may be provided online access to its account.  Advertiser acknowledges and agrees that such account may be used solely to enable the purposes set forth in this Agreement including any uses necessary to effectuate the intent thereof.  Advertiser will safeguard its password and other log-in information in accordance with industry standards.  Advertiser remains solely responsible and liable for the Content in such account regardless of any assistance that EGG may provide Advertiser with respect to such account (e.g., loading or transferring Content into the account) as permitted under this Agreement.      

2.         Grant of License Rights.   

2.1       Advertiser hereby grants EGG a non-exclusive royalty free license to use, display, copy, publish, post, exhibit, broadcast, transmit, communicate, perform, distribute, and disseminate on the EGG any Content submitted by Advertiser to EGG, including any derivative works based on, or compilation including, such Content, for the purposes set forth in this Agreement including any uses necessary to effectuate the intent thereof. Advertiser hereby grants EGG the right, in EGG’s sole discretion, to process and/or make changes such as deletions to the Content in order for such Content to comply with all applicable laws, rules, and regulations (collectively, “Laws”) and EGG policies and procedures, and  to deter third party intellectual property (eg., copyright) infringement.  Advertiser understands and hereby consents and agrees that EGG may enable Content viewers and others to create and/or post comments, ratings, reviews and the like (collectively, “Viewer Comments”) about such Advertiser on one or more owned or affiliated websites.  Advertiser expressly releases the EGG from any and all liability arising in connection with the Viewer Comments or EGG’s use of the Content, including, without limitation, liability arising from any blurring, distortion, alteration, or optical illusion that may occur. 

2.2       Notwithstanding any provision hereunder to the contrary, EGG shall have no obligation to enforce Advertiser’s copyrights or other intellectual property rights associated with the Content submitted and/or posted.  Advertiser acknowledges that intellectual property theft is rampant on the Internet, and that Content may be stolen, copied or otherwise infringed by third parties over which EGG has no control.  Should any such infringement occur, Advertiser shall bear the sole obligation of enforcing Advertiser’s intellectual property rights, should it desire to do so.  EGG retains the right to enforce its own copyrights and other intellectual property rights associated with the EGG and related works.  Advertiser will, at all times, reasonably cooperate with EGG and its counsel in respect of any suspected infringement or suit for infringement, including, without limitation, testifying, and by making available any records, papers, information, and the like when reasonably requested by EGG. 

2.3       EGG is not required or obligated to pay Advertiser any monetary compensation for the license rights that Advertiser has granted to EGG hereunder, and Advertiser agrees that the submission and/or posting of the Content on one or more of the outlets on the EGG constitute adequate and sufficient consideration for the grant of said rights.

2.4       The duration of the license rights granted hereunder by Advertiser to EGG shall be for an unlimited period, except that said license rights may be terminated, at any time, upon ten (10) days’ written notification of termination.  After effective termination of license rights by Advertiser, EGG shall remove any Content from the EGG.  EGG shall not be required to return any Content to Advertiser that Advertiser has submitted to EGG.

2.5       All license rights granted to EGG hereunder shall be royalty free, fully assignable, transferable, and sublicenseable by EGG, in its sole discretion.

2.6       Advertiser may designate a third party to act on Advertiser’s behalf by executing an Advertiser Delegation Agreement.  Advertiser acknowledges that Advertiser is fully responsible for the actions of a designated third-party on Advertiser’s behalf.  Advertiser acknowledges that execution of an Advertiser Delegation Agreement does not release Advertiser from the terms of this Agreement and such Advertiser is jointly and severally liable for all actions of any delegate.

3.         Representations, Warranties, Covenants, and Indemnity by Advertiser. Advertiser hereby represents, warrants, and covenants to the EGG as follows:

3.1       That Advertiser owns or possesses the legal authority to transfer or grant to EGG any license or license rights referred to in this Agreement such as those rights regarding the Content necessary or required to permit the posting of the Content on one or more outlets on the EGG, including without limitation, all copyright, trademark and trade name releases, and model releases of all persons appearing in said Content sufficient to permit the legal use of their names and likeness, including waivers of all necessary rights of publicity, commercial exploitation and privacy.

3.2       That Advertiser has made no other agreements, obligations, commitments or legal encumbrances that might prevent or interfere with the rights and license that Advertiser has granted to EGG hereunder or that might prevent EGG from freely using the Content as provided in this Agreement.

3.3       That the Content is wholly original and has not been copied in whole or in part from any other work, advertisement, picture or source; the visual images contained in the Content are neither fake nor "stock" photography, and that any photograph of a person depicted in the Content is a true and accurate representation of the person depicted and available for engagement.

3.4       That all persons depicted in any pictorial representation in the Content that Advertiser has submitted to EGG were adults over the age of eighteen (18) years of age (or older, if the age of adult status is greater than 18 in the jurisdiction where the persons were photographed), at the time that said persons were photographed, in connection with the creation or production of the Content.

3.5       That, if Advertiser is third party such as an Agency, that all photographs of individuals contained in the Content are photographs of an adult entertainer who the Agency actually presently employs and/or represents; should such individual no longer be associated with the Agency, Agency shall notify EGG within one business day, and shall make such alterations to any posted Content to reflect any such change in association.

3.6       That there are no depictions or portrayals of any performer, model or other person in any Content submitted by Advertiser that, in any manner, directly or indirectly communicates, suggests or implies that any such person is a person under the age of eighteen (18) years or is otherwise a minor.

3.7       That any personal identification and/or age verification documentation of the persons depicted in the Content that Advertiser has presented to EGG is valid, authentic and real; that the information contained therein is true and accurate; and that said documentation was issued by the authority of an appropriate and valid government agency of the person whose name appears on the documentation.

3.8       That Advertiser has and maintains valid, authentic, and real documentation of the persons depicted in the Content that Advertiser has presented to EGG demonstrating that such persons were adults over the age of eighteen (18) years of age (or older, if the age of adult status is greater than 18 in the jurisdiction where the persons were photographed) when the Content depicting such persons was created.

3.9       That no claim has been made against Advertiser in relation to the Content or otherwise, and that Advertiser knows of no claim that the Content infringes the intellectual property rights or violates the rights in any other work and/or of any person, film, or corporation whatsoever; that the Content is not in the public domain and enjoys and will enjoy, either statutory or (to the extent it may exist) common law copyright protection in the Turkey and all countries adhering to the Berne and Universal Copyright Conventions.

3.10     That all obligations with respect to the Content, including, without limitation, all salaries, royalties, present and future license fees, service charges and the like, if any, have heretofore been fully paid.

3.11     That the Content:  (a) is not illegal or contrary to Law; (b) does not promote or link to illegal activities; (c) does not promote or link to violence contrary to Law; (d) is not harassing, defamatory, hateful, abusive, libelous, or obscene; (e) does not link to websites that contain content that is illegal, defamatory, hateful, abusive, libelous, or obscene; (f) does not involve depictions of actual or simulated sexual activity; (g) does not display the genitals or pubic area; (h) is exempt from record keeping requirement, obligations, regulations and laws; and (i) has not at any time been the subject of any prosecution, investigation or civil action by any party or governmental agency.  EGG reserves the right to delete or remove any Content that it believes to be illegal, obscene, offensive or in violation of this Agreement or its policies and procedures.  Advertiser waives any and all claims relating to such removal.

3.12     That nothing in the Content constitutes an offer to engage in unlawful conduct or behavior, a solicitation or meeting to engage in unlawful conduct or behavior, or a communication relating to unlawful conduct or behavior of any kind, in all cases, with respect to all applicable Laws.  Such Content is strictly prohibited and posting same will result in termination of Advertiser’s account with EGG. 

3.13     That if Advertiser is conducting a business that is described or featured in the Content submitted to EGG by Advertiser or that is on Advertiser’s website or Advertiser’s own social networking site, that said business complies with all Laws such as in the Turkey and any country, state, county, and municipality in which it operates, and that Advertiser has obtained all necessary licenses, permits and authorizations to engage in such business from all applicable agencies and authorities.

3.14     That Advertiser has read, understands, agrees to, and shall fully abide by EGG’s then current operational policies and procedures as they appear at hookupapps.review. 

3.15     That Advertiser shall defend, indemnify and hold harmless the EGG Group from and against any action, suit, claim, judgments, penalties, losses, damages, costs, charges, including reasonable attorney's fees, and other losses whatsoever which may be obtained or imposed by reason of the breach of any representation, warranty, covenant, or agreement or a misrepresentation made by Advertiser hereunder or any claim that any of the Content submitted by Advertiser to EGG, or posted by Advertiser, infringes any intellectual property rights or another rights of any third party on account of the use of the Content by EGG.

4.         Limitation of Liability for Submitted Content and Traffic. 

4.1       Advertiser agrees that the EGG Group shall not be responsible or liable in any way or to any degree for the loss or damage to any Content supplied or submitted by Advertiser to EGG.  All Content is subject to EGG’s record retention and other related policies.  Advertiser expressly acknowledges that Advertiser is only supplying copies of the Content to EGG.

4.2       Advertiser agrees that the EGG Group shall not be responsible or liable for the acts or omissions of any users that contact Advertiser or visit Advertiser’s websites via the EGG or otherwise (“Traffic”).  Such Traffic comes AS-IS without any warranties of any kind whether express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose or quality.  Advertiser is responsible for ensuring that such Traffic agrees to Advertiser’s terms and conditions and if such Traffic violates any such terms and conditions, Advertiser agrees not to hold the EGG Group liable or responsible. 

5.         Disclaimer of Warranties/Assumption of Risk; Limitation of Liabilities. 

5.1       DISCLAIMER OF WARRANTIES/ASSUMPTION OF THE RISK.  ADVERTISER EXPRESSLY AGREES THAT ITS USE OF THE SERVICES IS AT ADVERTISER’S SOLE AND EXCLUSIVE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS, WITH ALL FAULTS” AND “AS AVAILABLE” BASIS.  THE EGG GROUP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PROVIDED BY LAW.  THE EGG GROUP MAKES NO WARRANTY THAT THE SERVICES WILL MEET ADVERTISER’S REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES THE EGG GROUP MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, THE VIEWERS OR USERS OF ITS WEBSITES, THE TRAFFIC, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN ANY SOFTWARE, HARDWARE OR THE SERVICES WILL BE CORRECTED.  ADVERTISER UNDERSTANDS AND AGREES THAT ANY USE IT MAKES OF ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT ADVERTISER’S OWN DISCRETION AND RISK, AND THAT ADVERTISER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

5.2       LIMITATION OF LIABILITIES.  ADVERTISER UNDERSTANDS AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE EGG GROUP BE LIABLE FOR ANY DAMAGES WHATSOEVER TO ADVERTISER OR TO ANY PERSON OR ENTITY CLAIMING RIGHTS DERIVED FROM AGENCY’S RIGHTS (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND OTHER SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) RELATED TO, BASED UPON, OR ARISING OUT OF THIS AGREEMENT, THE SERVICES PROVIDED BY EGG, OR THE USE OF SOFTWARE, HARDWARE OR TELECOMMUNICATION FACILITIES BY EGG IN PROVIDING SERVICES TO ADVERTISER, EVEN IF EGG HAS BEEN ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. ADVERTISER ACKNOWLEDGES THAT THE FOREGOING SENTENCE REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, THAT SUCH VOLUNTARY RISK ALLOCATION WAS A MATERIAL PART OF THE BARGAIN BETWEEN THE PARTIES, AND THAT THE ECONOMIC OR OTHER TERMS OF THIS AGREEMENT WERE NEGOTIATED AND AGREED TO BY THE PARTIES IN RELIANCE ON SUCH VOLUNTARY RISK ALLOCATION.   IN ANY CASE, THE EGG GROUP’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT IN THE AGGREGATE SHALL BE LIMITED IN THE AGGREGATE TO A TOTAL OF NO MORE THAN TEN DOLLARS ($10.00).  BECAUSE SOME LAWS AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY.

6.         EGG Functioning as ISP. 

6.1       Advertiser agrees that Advertiser is the creator and producer of its Content and is solely responsible for any Content that is posted on one or more of the outlets on the EGG, and accepts all obligations associated with the Content as described elsewhere in this Agreement. 

6.2       The parties acknowledge and agree that EGG acts as a facilitator of communication for third parties.  EGG does not produce, design, or otherwise provide any content or advertising consulting services to its advertisers.  As such, the parties acknowledge and agree that EGG shall be deemed to be an Internet Service Provider (“ISP”) and shall also be deemed to be an Interactive Computer Service. 

7.         Miscellaneous Provisions.       

7.1       Except for credit card information, all Content and other information provided by Advertiser to EGG is deemed to be not confidential.  Notwithstanding anything to the contrary in this Agreement, EGG may, in its sole discretion, respond to reasonable requests for Advertiser information, whether formal or informal.  EGG shall have no obligation to resist or oppose such requests, or notify Advertiser of such requests, before providing any responsive information.  

7.2       Each party acknowledges and agrees that it has fully read and understands this Agreement and has had the opportunity to seek legal counsel of its choice.  This Agreement contains the entire agreement between Advertiser and EGG regarding the subject matter hereunder (ie, the posting of Content on one or more outlets on the EGG).  This Agreement supersedes all prior written and oral understandings, writings, and representations and may only be amended upon notice by EGG.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.  This Agreement may not be transferred or assigned by Advertiser.   

7.3       Advertiser agrees that in case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included.

7.4       Advertiser agrees that for purposes of construction, this Agreement shall be deemed to have been drafted by both Advertiser and EGG.  Any and all ambiguities and/or inconsistencies shall not be construed in favor of or against either party hereto.

7.5       Advertiser agrees that in any legal action arising out of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs, including attorney’s fees on appeal.

7.6       The parties agree that this agreement shall be governed by the law of the domicile of EGG and the place of jurisdiction for disputes arising from this agreement is Istanbul. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If there is a dispute between the parties arising out of or otherwise relating to this Agreement, the parties shall meet and negotiate in good faith to attempt to resolve the dispute. .  

7.7       No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

7.8       Other than Advertiser’s obligation to pay fees when due, neither party will be held liable for, or will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence, including, without limitation, acts of God; war, riot, embargoes, acts of civil or military authority, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, net congestion, or any failure of a computer, server or software, including Y2K errors or omissions.  If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.

7.9       The relationship between EGG and Advertiser under this Agreement is that of independent contractors and neither shall be, nor represent themselves to be, a partner, franchiser, franchisee, broker, employee, servant, agent, or representative of the other for any purpose whatsoever.  No party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another party or to bind another in any manner or thing whatsoever.

7.10     Either party shall be entitled to terminate this Agreement for cause immediately upon written notice to the other party.  Either party may terminate this Agreement for its convenience upon ten (10) days notice to the other except that Advertiser may only terminate this Agreement if Advertiser does not have any Content published on one or more outlets on the EGG.  Upon termination, the relationship of the parties shall cease.  No content provided by Advertiser shall be returned upon termination.

7.11     All notices (eg., under Section 2.4 or Section 7.10) to EGG hereunder must be sent to the EGG at [email protected]

7.12     For avoidance of doubt, to the extent an indemnification or release is provided in favor of or for the benefit of EGG, such indemnification or release shall extend to the EGG Group.

7.13     Sections 1.1, 1.2, 1.4, 1.5, 2.2, 2.3, and Sections 3 through 7, and all Advertiser’s representations, warranties, and indemnification obligations shall survive termination or expiration of this Agreement for any reason.  

7.14     This Agreement is intended to be governed by and construed in accordance with the law of the domicile of EGG. By submitting the acceptance form Advertiser thereby affixes his or her electronic signature to this Agreement, and thereby manifests assent to all terms contained hereunder.  

Important!  Notwithstanding anything to the contrary in this Agreement or elsewhere, EGG always reserves the right in its sole discretion to request ID’s, request photos for verification purposes, verify the age of the advertisers, verify the age of the advertisers featured in any photos at the time the photos were taken, reject Content, change pricing and/or the pricing model, and/or change advertising categories and policies with respect to such categories.  To the extent Advertiser does not agree with changes to the pricing or pricing model or service options, Advertiser may terminate this Agreement and not place any future advertisements.

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