2. Ads Programs
a. Advertiser Responsibilities
Advertiser is solely responsible for all: materials submitted to St Lucia Real Estate Online for inclusion in an Ad, including, without limitation: (i) ad photos, videos, information, URLs, and other content (“Ad Materials”), whether generated by or for Advertiser; and (ii) web sites and landing pages to which Ad Materials link or direct users, and the advertised properties and services on such pages, ((i) and (ii), collectively “Advertised Properties and Services”). Advertiser represents and warrants to St Lucia Real Estate Online that it is authorized to act on behalf of and has bound to the terms of this Agreement any third party for which Advertiser places Ads.
St Lucia Real Estate Online shall, for a period of time as indicated in the corresponding Ad Order (the “Term” or “Subscription Term”), display an Ad including the Ad Materials on www.St Lucia Real Estate Online.com and/or other URLs controlled by St Lucia Real Estate Online (the “St Lucia Real Estate Online Sites”), and on websites and applications owned or operated by St Lucia Real Estate Online’s authorized licensees (the “Licensee Sites”) when applicable. St Lucia Real Estate Online shall display Featured Agent Ads on search results pages for areas located in, and within close proximity to, the ZIP code designated by Advertiser, or on other pages on the St Lucia Real Estate Online Sites or the Licensee Sites served to users who have visited pages for those ZIP codes. The order process may include a prediction of how many times the Ads are estimated to be viewed during the Term and/or how many leads Advertiser will receive but St Lucia Real Estate Online cannot guarantee the number of views or leads for Ads. Advertiser understands that users of the St Lucia Real Estate Online Sites and Licensee Sites, automated computers, third parties, and St Lucia Real Estate Online itself may generate views, impressions or clicks on Advertiser’s ads for proper or improper purposes. St Lucia Real Estate Online has priced the Ads with this risk in mind, and Advertiser accepts this risk in purchasing an Ad.
c. Ad Correction
d. Impression-based Featured Agent Display
Although an Ad Order may include an estimate of how many times an Ad will be displayed each month, St Lucia Real Estate Online cannot guarantee that impressions of the Ad will be uniformly distributed during any month or that the estimated number of impressions will be delivered during the Term.
e. Listing Ad Updates
St Lucia Real Estate Online may send email to Advertiser, asking Advertiser to confirm the continued currency and accuracy of an Ad. If Advertiser does not respond to the update request within the time frame specified, St Lucia Real Estate Online may remove the Ad from the St Lucia Real Estate Online Sites without refunding any prepaid amounts to Advertiser. Advertiser may reinstate the Ad, or revise it with different content, at any time during the remainder of the Term of the Ad.
All Ad purchases are non-refundable for the term or months that have expired. Refunds will only apply as outlined in Section 3(c.).
Featured Agent Ads run for the Term, then automatically renew for a subsequent equal term. Term renewals are as described below.
c. No Refund; Repayment of Discount for Early Termination.
St Lucia Real Estate Online may, in its sole discretion, change the price to be paid by an Advertiser for such Featured Agent Ad, effective as of the beginning of any such renewal term. Advertiser will be notified via email of any change in price and may terminate a Featured Agent Ad by sending an email to CustomerService@StLuciaRealEstateOnline.com. Advertiser may also terminate a St Lucia Real Estate Online Ad by calling St Lucia Real Estate Online Customer Support. Upon providing notice to St Lucia Real Estate Online, Advertiser may terminate a Featured Agent Ad before the end of the Term, however: (A) past months are not refundable; (B) if Advertiser cancels during a billing cycle or in the middle of the month, Advertiser will be billed the full amount for the billing cycle or month of the then current Term or Subscription Term, as applicable; and (C) if Advertiser has received a discount, upon early termination, St Lucia Real Estate Online will hold back from the requested refund an amount equal to the total discount that Advertiser would have received during the months remaining in the Term or Subscription Term (D) a refund will only be applicable to unused months that remain in the term and St Lucia Real Estate Online will not be responsible for any other charge, refund, expense or cost. Upon providing notice to Advertiser, St Lucia Real Estate Online may terminate a Featured Agent Ad, effective immediately.
In the event Advertiser or St Lucia Real Estate Online stops the display of Advertiser’s Ads, Advertiser is responsible to restart display, which may require a modification to the Ad Materials. Ads terminated online will cease serving shortly after cancellation or suspension.
St Lucia Real Estate Online reserves the right to suspend or terminate any Ads program and/or the terms of this Agreement at any time. Sections 1, 2(a), 3, 4, 5, 6, 7, and 8 will survive any termination of this Agreement.
4. Prohibited Uses; License Grant; Representations and Warranties
Advertiser shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions for Advertiser’s own advertisements or any other advertisements on the St Lucia Real Estate Online Sites or the Licensee Sites; (b) use any automated means of scraping or data extraction to collect St Lucia Real Estate Online advertising related information from any St Lucia Real Estate Online Site or Licensee Site except as expressly permitted by St Lucia Real Estate Online in writing; or (c) advertise anything illegal or engage in any illegal or fraudulent business practice. Advertiser represents and warrants to St Lucia Real Estate Online that it holds and hereby grants St Lucia Real Estate Online all rights (including any copyright, trademark, patent, publicity or other rights) in Ad Materials, Website Content and Advertised Properties and Services necessary for St Lucia Real Estate Online to operate the Ads program (including any rights needed to use, reproduce, modify, distribute, perform, display, and create derivative works of Ad Materials) in connection with this Agreement. Advertiser represents and warrants to St Lucia Real Estate Online that all Advertiser information provided in connection with Advertiser’s account and any Ad Order is complete, correct and current. Further, Advertiser represents and warrants that, regarding any rights granted by Advertiser hereunder, Ad Materials, Website Content and Advertised Properties and Services will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including intellectual property rights). Violation of the foregoing may result in immediate termination of Advertiser’s Ad Order(s) and/or Advertiser’s account without notice, without limiting any other remedies available to St Lucia Real Estate Online.
5. Disclaimer and Limitation of Liability
ST LUCIA REAL ESTATE ONLINE PROVIDES THE ADS PROGRAMS “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH ADVERTISER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ST LUCIA REAL ESTATE ONLINE AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. ST LUCIA REAL ESTATE ONLINE, ITS LICENSEES, AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. Without limitation, St Lucia Real Estate Online disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) availability and delivery of any impressions or Ad Materials on any St Lucia Real Estate Online Site or Licensee Site, or section thereof; (ii) click through rate; (iii) click throughs; (iv) conversions or other results for any ads; or (v) the adjacency or position of Ads on the St Lucia Real Estate Online Site(s) or the Licensee Site(s). EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND ADVERTISER’S BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (y) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO ADVERTISER’S BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (z) EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO ST LUCIA REAL ESTATE ONLINE BY ADVERTISER FOR THE AD GIVING RISE TO THE CLAIM. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including but not limited to acts of God, government, terrorism, natural disaster, labor conditions and power failures.
Advertiser shall be responsible for all charges as provided via Advertiser’s account, and shall pay all charges in U.S. Dollars. For purchases directly from St Lucia Real Estate Online, charges are made against Advertiser’s credit card at the time of purchase. In the event Advertiser fails to pay, unpaid amounts will bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less). Charges are exclusive of applicable taxes. Advertiser is responsible for paying (a) all taxes, government charges, and (b) reasonable expenses (including collection agency and attorneys’ fees) St Lucia Real Estate Online incurs in collecting unpaid amounts. To the fullest extent permitted by law, Advertiser waives all claims relating to charges (including any claims for charges based on suspected invalid clicks) unless claimed within sixty (60) days after the charge (without prejudice to Advertiser’s credit card issuer rights). Charges are based solely on St Lucia Real Estate Online’s measurements for the Ads program. To the fullest extent permitted by law, refunds (if any) are at the sole discretion of St Lucia Real Estate Online. Nothing in this Agreement may obligate St Lucia Real Estate Online to extend credit to any party. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to St Lucia Real Estate Online may be shared by St Lucia Real Estate Online with companies who work on St Lucia Real Estate Online’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to St Lucia Real Estate Online and servicing Advertiser’s account. St Lucia Real Estate Online may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. St Lucia Real Estate Online shall not be liable for any use or disclosure of such information by such third parties.
7. Changes to Terms of the Agreement and or the Ads Programs
St Lucia Real Estate Online may change the terms of this Agreement at any time upon notice and without liability. St Lucia Real Estate Online may give notice as described in Section 10 below, or St Lucia Real Estate Online may give notice by updating the terms on the web page located at https://www.StLuciaRealEstate Online.com/terms. St Lucia Real Estate Online further reserves the right to change or discontinue any or all of the Ads programs at any time with or without notice.
Advertiser agrees that St Lucia Real Estate Online, or a third party acting on behalf of St Lucia Real Estate Online, may call and/or send text messages to the telephone number(s) provided by Advertiser, including calls and text messages using an automatic telephone dialing system and/or an artificial or prerecorded voice (“Other Messages”). Advertiser further agrees that such calls and/or text messages may constitute telemarketing, e.g. St Lucia Real Estate Online may call with information about new service offerings available to Advertiser. Advertiser understands that agreeing to receive Other Messages that constitute telemarketing is not a condition to purchase.
This Agreement is governed by the laws of the State of California, without giving effect to its conflict of laws provisions. Advertiser agrees to submit to exclusive jurisdiction and venue in the state and federal courts sitting in Orange County, California for any and all disputes, claims and actions arising from or in connection with the Ads or this Agreement. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys’ fees and expenses. This Agreement, including the corresponding Ad Order(s), constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number) or oral discussions are void. Advertiser may grant approvals, permissions, extensions and consents by email, but any modifications by Advertiser to the Agreement must be agreed upon in a writing executed by both parties. Any notices to St Lucia Real Estate Online must be sent to St Lucia Real Estate Online Inc., Featured Agent Services,with a copy to Legal Department, via registered mail with return receipt or air mail or overnight courier, and are deemed given upon receipt. Notice to Advertiser may be effected by sending an email to the email address specified in Advertiser’s account, or by posting a message to Advertiser’s account interface, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for a message). A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect. Advertiser may not assign any of its rights hereunder and any such attempt is void. St Lucia Real Estate Online and Advertiser are independent contractors, not legal partners or agents. In the event that this Agreement or the applicable Ads program is terminated, St Lucia Real Estate Online shall not be obligated to return any materials to Advertiser.