Association of Home Appliance Manufacturers Terms & Conditions

Terms & Conditions

1. Ad Standards
Ads shall be delivered to HouseNet either via e-mail or computer diskette as HouseNet may specify. Sponsor hereby authorizes HouseNet to alter the size of any ad to the extent necessary to conform to HouseNet's display standards. Sponsor shall also supply HouseNet with the URL to which Sponsor's ad will be linked.

2. Usage Statistics
HouseNet will provide Sponsor available usage statistics generated by the tracking software used by the HouseNet on a [monthly/quarterly] basis.

3. Payment
Payment of all advertising fees is due within thirty (30) days after Sponsor's receipt of HouseNet's invoice. HouseNet reserves the right to hold Sponsor and its authorized advertising agent, if any, jointly and severally liable for any amounts owed.

4. Warranties
Sponsor warrants to HouseNet that (a) it owns or has the right to use the ad(s) it provides to HouseNet, and the URL(s) or materials to which a user may link, and (b) the use, reproduction, distribution, transmission or display of the ad(s) and URL(s) on and from a HouseNet server does not (i) infringe or misappropriate any copyright, patent, trade-mark, trade secret or any other proprietary rights of any third party, (ii) constitute false advertising, unfair competition, defamation or an invasion of privacy, or (iii) violate any right of publicity or celebrity or any law or regulation.

5. Indemnification
Sponsor shall indemnify and hold HouseNet harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorney's fees) associated with any claim or action brought against HouseNet arising out of or related to Sponsor's breach of any of Sponsor's representations or warranties. Sponsor agrees that HouseNet shall be named as an additional insured party on any policy issued to Sponsor pursuant to which there could be coverage for any of the forms of legal liability described in this Section.

6. Unacceptable ads
HouseNet may reject any ad that does not fully conform to any requirements or standards specified herein or which, in its opinion, is unethical, misleading, in bad taste, detrimental to the public interest or otherwise inappropriate or incompatible with the character of the HouseNet site. HouseNet also reserves the right to refuse or delay the start date for any ad that is not delivered to HouseNet at least ten (10) business days before the start date.

7. Disclaimer
THE ADVERTISING SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. DONNELLEY MAKES NO REPRESENTATION OR WARRANTY AS TO THE SUITABILITY OF, OR THE RESULTS THAT MAY BE OBTAINED THROUGH, THE ADVERTISING SERVICES. DONNELLEY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability
If, for any reason, there is an error in the ad or the ad fails to appear, Sponsor's sole remedy and HouseNet's sole obligation will be to extend the run of the ad by a period equal to the time elapsing between notification and correction of the error. HouseNet's liability under this Agreement for any cause or claim, whether based in contract, tort or otherwise, will be limited to direct damages and will not exceed the amount of the fees paid by Sponsor to HouseNet under this Agreement. In no event will HouseNet be liable for incidental, indirect, special, or consequential damages, even if it has previously been advised of the possibility of such damages.

9. Termination
Either party may terminate this Agreement for material breach of the terms and conditions of this Agreement on thirty (30) days notice unless the breach is cured within such thirty (30) day period.

10. Assignment
This Agreement may not be assigned by Sponsor or by operation of law to any other person, firm, or corporation without the express written approval of HouseNet.

11. Governing Law
This Agreement shall be governed by and construed in accordance with laws governing contracts made and to be performed in the State of Illinois.

12. Relationship of the Parties
Each party is acting as an independent contractor and not as an agent, partner, or joint venturer with the other party for any purpose. Except as provided in this Agreement, neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other.

13. Force Majeure
Neither party shall be responsible for delays or failure of performance resulting from any condition or acts beyond the reasonable control of such party.

14. Survival of Certain Provisions
The warranty, indemnification and limitation of liability provisions of this Agreement shall survive the termination of the Agreement by either party for any reason.

15. Amendments
No provisions in either party's purchase orders, or in any other business forms employed by either party will supersede the terms and conditions of this Agreement, and no modification or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement.

16. Entire Agreement
The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communica-tions, oral and written, between them relating to the license and to the subject matter hereof. No representations or statements of any kind made by either party that are not expressly stated herein shall be binding on such party.