EduWebAds.com

These EduWebads.com terms and conditions (the "Agreement") are entered into by EduWebads.com, Inc. ("EduWebads.com") and the person signing this Agreement ("you"). (If this Agreement is being signed by an individual on behalf of an entity, "you" means that entity.) This Agreement governs EduWebads.com's advertising program(s) and service(s) ("Programs & Services") and your participation in any such Programs & Services, your online management of any advertising campaigns, and any of your own uploaded banner or banners. Any uploaded banner(s) will also be part of the Agreement, but these terms and conditions will control to the extent they conflict with the terms of any uploaded banners.

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* I agree to Terms and Conditions for Advertisers you agree by all Eduwebads, Inc Terms and Conditions set forth in the Terms and Conditions.

EduWebads.com provides to the customer online tools for generation of the Flash web advertising banners, ie. Adobe SWF files in the following Internet Advertising Bureau's standard formats: "Full Banner" (468 x 60) - Instant and Pro services; "Leaderboard" (728 x 90), "Medium Rectangle" (300 x 250), "Large Rectangle" (336 x 280) and "Wide Skyscraper" (160 x 600) – “Square” (250x250), “Small rectangle” (120x600) Instant service only. When the customer completes the creation of Flash banner, he or she can purchase the Flash banner SWF file by accessing the download page immediately or receiving the generated Flash banner SWF file by email as email attachment. EduWebads.com reserves the right to delay the immediate delivery of any order for additional fraud screening. Flash banners SWF files are generated in real-time on the EduWebads.com server, thus the Flash banner generator service does not produce and will not provide Flash source files in the FLA file format. EduWebads.com does not sell banners generated with the banner generator service in file formats other than the standard Adobe Flash Player SWF file. If required, manual conversion or recreation of purchased Flash banners into other file formats, such as animated GIF, is available as Custom Ad Design service for a separate fee. All SWF files generated with EduWebads.com Flash banner generator are fully compliant with the Adobe Flash Ad Tracking standard (http://www.macromedia.com/resources/richmedia/tracking) as required by Macromedia Flash Advertising Alliance (http://www.mfaa.org).
It is the responsibility of the customer to consult with his or her web publisher or ad network regarding their support of the Adobe Flash SWF file format before purchasing the generated Flash banners. The customer must be able to upload purchased Flash banner SWF file on his/her website(s) and make required modification to the website HTML code.

Our service provides you ability to enter information, such as advertising messages and other info and upload your own materials, such as images and logotypes to use this information and materials (the "Custom Content") in the banners you create. EduWebads.com does not control the Custom Content. EduWebads.com is not responsible for the Custom Content of any banners generated and downloaded from this website nor is EduWebads.com liable for any claims arising in connection with use of such banners. EduWebads.com reserves the right to cancel any Registered User's account without prior notice for any reason, including, but not limited to if, in EduWebads.com's sole discretion, you fail to comply with any term of these Terms of Service. Upon termination, you must destroy all materials obtained from this website, copies and related documentation thereof. EduWebads.com reserves the right to change or amend these Terms of Service at any time without prior notice. By using the services at this website, you signify your agreement to the Terms of Service in effect at such time. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED

This Agreement confirms that you have engaged EduWebads.com to provide its basic advertising services package. As part of this package, EduWebads.com will provide access via EduWebads.com to the following:

• Eduwebads.com banner ad library
• Public banner ad library
• Campaign dashboards and summaries
• Various reports to help you manage your campaigns

You can select any customizable ad available through EduWebads.com.com (an "Original Banner Ad"), and then provide Advertiser Content through EduWebads.com.com to allow EduWebads.com to produce a customized version of that Original Banner Ad (as customized, a "Customized Banner Ad"). You are not authorized to produce customized versions of Original Banner Ads in any other way, to perform or display any Customized Ad (or to authorize anyone other than EduWebads.com and its sublicensees to do that), or to use any Original Ad or Customized Banner Ad or the content thereof in any other manner whatsoever unless explicitly approved otherwise by EduWebads.com in writing. You do not have the right to possess copies of any Original Banner Ad or Customized banner Ad. However, this Agreement does not restrict your use of "Advertiser Content" (defined below) separately from Original Ads and Customized Ads.

Customized Ads may contain third party materials that are subject to restrictions by the respective EduWebads.com suppliers, and that accordingly impose additional restrictions on the use of those Customized Ads. You agree to comply with any such additional restrictions, if EduWebads.com tells you about them before the applicable Customized Ad is published.

"Advertiser Content" means any content that you upload or otherwise provide to EduWebads.com under this Agreement. "Advertiser Content" may include text, logos, images, and your own completed ads that do not include and are not based on Original Ads. "Advertiser Content" also includes content that you have made publicly available through other sources, such as your website, if EduWebads.com includes such content in any Customized Ad as part of fulfilling its obligations under this Agreement. All Advertiser Content remains your sole and exclusive property. EduWebads.com will not use Advertiser Content, including any customizations you provide for Original Ads, for other EduWebads.com clients. EduWebads.com will not place Advertiser Content in the publicly available content library on EduWebads.com.com.

EduWebads.com needs to have some limited license rights from you in the Advertiser Content to be able to perform its obligations under this Agreement and to market its services to others. For these reasons, you grant EduWebads.com a nonexclusive, worldwide, perpetual, non-terminable, sub-licensable, royalty-free, fully paid up license to reproduce, distribute, publicly perform and display, and use any and all Advertiser Content (a) as necessary to perform its obligations under this Agreement; and (b) as necessary for EduWebads.com to include such reproductions in its portfolio and other materials intended to market EduWebads.com's body of work, directly or indirectly, if such reproductions are not themselves marketed commercially without your prior written consent. Further, EduWebads.com may sublicense the foregoing rights as expressly permitted by this Agreement and otherwise as necessary for it to perform its obligations under this Agreement.

As between you and EduWebads.com, except for Advertiser Content, all copyright and other intellectual property rights contained in or displayed through any Customized Ad, and other material developed or provided by EduWebads.com under this Agreement, including templates, images, scripts, story lines, sound tracks, tag lines, the "look and feel" of any of the foregoing, and any derivative works of any of the foregoing, are and will remain EduWebads.com's sole and exclusive property. No intellectual property rights in any Original Ad or Customized Ad are granted to you. Each party agrees that the other does not, directly or by implication, by estoppel or otherwise, grant any rights or licenses under this Agreement other than those expressly stated above.

You represent and warrant to EduWebads.com that:

You have obtained any and all necessary clearances, releases, approvals, and consents from third parties (including with respect to any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, and moral rights) and made any and all required payments to third parties (including unions and guilds) in connection with all Advertiser Content, as necessary for EduWebads.com to exercise the licenses granted under this Agreement.

EduWebads.com and publishers of Customized Ads will not be required to make any payments to you or any third party with respect to Advertiser Content, including payments to music publishers, mechanical rights agents, performance rights societies, persons who contributed to or appear in Advertiser Content, your licensors, unions, or guilds.

No Advertiser Content contains any virus, worm or other malicious code, Trojan-horse routine, trap door, time bomb, or any other code or instruction that is or is intended to be used to access, modify, delete, damage, or disable the functionality of EduWebads.com's, any publisher's, or any user's computer systems or data. No Advertiser Content will include any material that is fraudulent, deceptive, threatening, abusive, harassing, defamatory, obscene, profane, racially or ethnically objectionable, or in violation of applicable law.

THE PROGRAMS & SERVICES PROVIDED BY EDUWEBADS.COM UNDER THIS AGREEMENT (INCLUDING ORIGINAL ADS AND THEIR CONTENT, AND THIRD PARTY DATA AND OTHER INFORMATION PROVIDED BY EDUWEBADS.COM) ARE PROVIDED "AS IS", AND EDUWEBADS.COM DISCLAIMS ALL WARRANTIES AND DUTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES AND DUTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, REASONABLE CARE, WORKMANLIKE EFFORT, RESULTS, LACK OF NEGLIGENCE, ACCURACY OR COMPLETENESS, QUIET ENJOYMENT. THERE IS NO WARRANTY OF TITLE OR NON-INFRINGEMENT.

As between EduWebads.com and you, you are solely responsible for (a) the accuracy, non-deceptiveness, completeness, propriety, and substantiation of the Customized Ad(s), Advertiser Content, and other advertising used by you to advertise your business; and (b) any information, disclosures or requirements that are imposed upon you as a result of your business activities by any governmental, regulatory or oversight agency, body, tribunal or proceeding. You agree to review and approve all materials prepared by EduWebads.com and all Advertiser Content to confirm that descriptions and representations, direct or implied, with respect to your business, products, services, industry, and competitors, are accurate and supportable and that such descriptions and representations are in compliance with all legal and regulatory requirements, directives and guidelines.

You authorize EduWebads.com to act on your behalf for the purpose of purchasing media and to represent itself to advertising publishers, when appropriate in EduWebads.com's sole discretion, as your agent of record for the purpose of purchasing media placements in conjunction with the Programs & Services.

EduWebads.com will act as a principal in purchasing and reselling media placements to you. Upon receiving your IO to purchase media, EduWebads.com will attempt to acquire media that is closest to the requested details in the campaign. EduWebads.com does not guarantee that media corresponding to any or all of the campaign specifications will be available. Your obligation to pay for any and all media purchased on your behalf will apply whether or not the media meet any or all of your requested campaign specifications.

Budgets provided or requested within the campaign creation process are only approximations. Your actual purchased media costs may be lower or higher than campaign budgets on a daily basis due to normal traffic fluctuations. Over the course of 30 days, these fluctuations are normalized. For campaigns which run 30 days or more, our system will insure that actual costs for each billing cycle do not exceed the billing cycle budget by more than 10%. The billing cycle budget is the number of days in the billing cycle multiplied by the average daily budget. Campaigns which are stopped or paused prior to running at least 30 days may be in excess of this 10% limit. You are obligated to pay for all media purchased on your behalf, regardless of budgets entered for campaigns.

EduWebads.com will use commercially reasonable efforts to contractually require publishers, suppliers and others to fulfill their commitments as they relate to the Programs & Services to be provided to you, but EduWebads.com will not be liable to you for their failure to do so or any destruction or unauthorized use of Advertiser Content. Purchase of media relating to this Agreement will be subject to the publisher terms under which the media is purchased, and to the publisher's other applicable policies, which may include (a) the right of the publisher to reject, pre-empt, change, or substitute media placements; (b) deadlines for submission of material; (c) cancellations; (d) compliance with the publisher's policies regarding approval of advertising content; (e) alternative performance (for instance, through make-goods), refunds, and other remedies; (f) limitations and exclusions of your remedies; and (g) indemnification for liabilities arising out of publication or distribution of Customized Ads and Advertiser Content. You acknowledge that EduWebads.com cannot guarantee that any given publisher will accept and agree to run any given Customized Ad or Advertiser Content.

You may find the policies for EduWebads.com's publishers here: EduWebads.com Publishers. EduWebads.com's publishers may change, and their policies may change, so you need to check the applicable publisher's policies before you order any Programs & Services that will involve that publisher. Refunds and cancellations of your orders will be subject to publishers' terms and policies and to the cancellation provision below.

Unless EduWebads.com otherwise agrees in writing, you will pay EduWebads.com for all Programs & Services ordered, including fees as specified in each Banner Ad (Campaign) and any fees for media. Charges presented to you for media may include charges for Programs & Services. Your payments to EduWebads.com will be made by credit card, or other means approved by EduWebads.com. When you submit your campaign or enter a new credit card, EduWebads.com will authorize your credit card for an amount of the budget you entered for your campaign(s), up to the total amount of the billing cycle budget you provide for each of your campaign(s). The authorization is a check for available balance, it is not a charge. Credit cards may be re-authorized based upon your campaign or account activity. Charges will be made to your credit card for all fees owed a maximum of one time per day and a minimum of one time per month. If you fail to make payment, you will pay an interest rate of 1.5% per month, or the highest rate permitted by law. EduWebads.com may also charge your credit card for amounts due following cancellation as described below. You agree that EduWebads.com may store and use your payment information (including credit card information) for processing payments. The payment information may also be transferred to, used and stored by any publishers specified within each Banner Ad (Campaign).

You agree to reimburse EduWebads.com, or at EduWebads.com's request to reimburse a third party, promptly as billed, for all out-of-pocket expenses incurred by EduWebads.com, and agreed to by you prior to being incurred by EduWebads.com, in connection with Programs & Services provided hereunder. At its discretion, EduWebads.com may charge your credit card to obtain this reimbursement as described in the "Payment" section above.

Media or advertising space obtained for your benefit may be cancelled per the individual media contracts in place.

You may elect to pause or stop campaigns from running, and resume campaigns at a later time without cancelling this Agreement. Either party may elect to cancel this Agreement at anytime. Upon cancellation of this Agreement, EduWebads.com will be entitled to payment for all fees and costs incurred on behalf of your advertising campaigns. If you choose to cancel this Agreement, you must give EduWebads.com written notice at This e-mail address is being protected from spambots. You need JavaScript enabled to view it . Once received, your cancellation will not be effective until it has been processed, which may take several days. You will be responsible for all fees and costs incurred on behalf of your advertising campaigns while your request is being processed.

EduWebads.com guarantees full refund in the case when the purchased SWF file was not generated on our server due to a service malfunction. All successful sales when the purchased SWF file is generated, displayed and accessible on the order download page, are final and all charges from those sales are nonrefundable.

You may ask EduWebads.com to provide additional services not outlined within this Agreement, including additional future analyses or updates services. The scope of those services and the fees to be charged will be established in a separate agreement between EduWebads.com and you. Neither EduWebads.com nor you will be bound by any such agreement until both EduWebads.com and you have signed it.

In order to provide the Programs & Services, EduWebads.com may need to obtain and use information from one or more third parties ("Third Party Data"). EduWebads.com will use commercially reasonable efforts to determine and verify the accuracy and completeness of Third Party Data but cannot guarantee the accuracy or completeness of Third Party Data nor of any Original Ads, Customized Ads, or EduWebads.com reports that use it. Accordingly, EduWebads.com will not in any way be liable for Third Party Data provided or used under this Agreement that, despite EduWebads.com's commercially reasonable efforts, contains inaccuracies, errors, and omissions. However, in the event that you discovers any inaccuracies, errors or omissions in any Third Party Data contained in the EduWebads.com reports, you will notify EduWebads.com in writing of such errors within ten (10) business days, and EduWebads.com will have ten (10) business days thereafter to use its commercially reasonable efforts to remedy any such inaccuracies, errors or omissions. Furthermore, EduWebads.com and you are entering into this Agreement solely for EduWebads.com's and your respective benefit, and no other person will acquire or have any right under or by virtue of this Agreement. EduWebads.com will not be liable for breaches or defaults arising by reason of a third party terminating any agreements with you. EduWebads.com is not responsible for methods that your web hosting provider may use to display Flash animations. For example, MySpace.com has made it impossible to link to external websites from Flash animations. You can still use your Flash banner as an animated "logo" on your MySpace page, but the clickthrough URLs will be disabled for web users with new Flash 9 plugin installed in their browsers.

EduWebads.com makes no representation or warranty with respect to this website and to the extent permitted under applicable law this website is delivered "as is". The warranty stated herein is expressly in lieu of all other warranties, express or implied, including but not limited to any express or implied warranty of accuracy, correctness, reliability, merchantability, fitness for a particular purpose, and non-infringement, and such warranty constitutes the only warranty made by EduWebads.com with respect to this website, content, services and products. In no event will EduWebads.com or any of its affiliates, officers, directors, employees, licensors, suppliers or distributors be liable for any indirect, special, incidental, economic, or consequential damages arising out of the use or inability to use this website. In no event will liability of EduWebads.com or any of its affiliates, officers, directors, employees, licensors, suppliers or distributors exceed the amount paid by you, if any, for accessing or using this website, or purchasing or downloading the products or services from this website.

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS). EXCLUDING YOUR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID AND OWED TO EDUWEBADS.COM BY YOU FOR THE PROGRAMS & SERVICES.

Any products downloaded by you from this website, including, without limitation, any files generated by our service and data accompanying the products is licensed to you by EduWebads.com. You may not decompile, reverse engineer, disassemble, or otherwise reduce the products to a machine or human readable form. The design, programming, media elements and other content of this website is protected by United States and International law and other intellectual property proprietary rights and may not be copied or imitated in whole or in part.

You will defend, indemnify and hold harmless EduWebads.com and its officers, directors, shareholders, employees and agents (collectively, the "EduWebads.com Indemnitees") from and against any and all losses, damages, liabilities, claims, and expenses (including attorneys' fees and expenses) which any EduWebads.com Indemnitee incurs as a result of any investigation, demand, claim or action of any third party against such EduWebads.com Indemnitee: (a) arising out of or relating to (i) Advertiser Content and/or (ii) the use or publication of a Customized Ad as contemplated by this Agreement, including claims of infringement or misappropriation (for both (i) and (ii)); or (b) that, if proven, would establish that (i) your products or services are defective, injurious, or harmful (including any claim for bodily injury or death), or (ii) the manufacture, sale, distribution or use of any of your products or services violates the rights of any third parties or that the advertising, publicity or promotion of your products or services violates the rights of any third parties. Your obligation to indemnify and hold EduWebads.com harmless under (a) above does not apply to the extent that the alleged infringement or misappropriation arises solely out of any Original Ad.

Each party (the "Indemnifying Party") agrees to defend, indemnify and hold harmless the other party and its directors, officers, agents and employees (collectively the "Indemnified Persons"), from and against any losses, damages, liabilities, claims, and expenses (including attorneys' fees and expenses) which such Indemnified Person incurs as a result of any investigation, demand, claim or action of any third party against such Indemnified Person, which, if proven, would establish: (a) the breach of any representation or warranty made by the Indemnifying Party hereunder; (b) the breach of any obligation, covenant or agreement of the Indemnifying Party hereunder.

Each party seeking indemnification under the preceding two paragraphs will (a) provide prompt written notice to the indemnifying party of the applicable investigation, claim, etc.; (b) allow that indemnifying party to control the defense and settlement of the claim; and (c) provide reasonable cooperation to that indemnifying party, at that indemnifying party's request and expense, in defending or settling the claim. With respect to each such claim, each party's obligation to indemnify and hold the other harmless under the preceding two paragraphs will not apply to the extent that the other party is obligated to indemnity that party under either of those paragraphs with respect to the same claim.

Neither party will be deemed in breach of this Agreement to the extent that performance of its obligations (other than your payment obligations) or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of goods or services, or any other cause beyond the reasonable control of such party.

You agree to cooperate with EduWebads.com and provide information reasonably required by EduWebads.com in connection with the performance of the Programs & Services. You agree to furnish EduWebads.com with all information concerning you and your business that EduWebads.com and you reasonably deem appropriate. All of the materials supplied to EduWebads.com will have been prepared, reviewed and approved by you or your consultants, agents or representatives, and will be, to your best knowledge, accurate and complete in all material respects. In addition, you agree to provide EduWebads.com with reasonable access to your management team and employees, consultants and other appropriate agents and representatives as EduWebads.com and you reasonably deem necessary in connection with the performance of the Programs & Services. You acknowledge that EduWebads.com may rely upon the completeness and accuracy of information and data furnished to it by your officers, directors, employees, agents and representatives without any independent verification of such information and data.

You agree that EduWebads.com will have the right to promote (at its own expense) the Programs & Services provided to you, but only with prior written approval from you regarding the specific manner and means of such promotion. This paragraph does not limit the ways in which EduWebads.com may exercise the license rights granted to it above in this Agreement.

Any determination that any provision of this Agreement may be, or is, unenforceable will not affect the enforceability of the remainder of this Agreement. Unless otherwise expressly stated herein, when used in this Agreement, the words "include," "includes," and "including" will be deemed in each case to be followed by the words "without limitation."

You agree not to disclose to any third party EduWebads.com's pricing and other business terms that are disclosed to you in relation to this Agreement (other than the terms actually contained in this Agreement). This paragraph will survive any cancellation of this Agreement.

This Agreement will be governed by, and construed in accordance with, the laws of the State of California without giving effect to the principles of conflicts of law. Any dispute arising under, in connection with, or incident to this Agreement will be resolved exclusively in the state or federal courts located in Los Angeles, California. In any action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including attorneys' fees.

The person signing this Agreement represents that he or she is at or above least 18 years of age and the applicable age of majority. Each party represents that it has the full power and authority to execute and deliver, and perform its obligations under, this Agreement, and that the execution and delivery of this Agreement, and its performance of its obligations hereunder, will not violate any applicable laws or constitute a breach of contract or an event of default under any agreement to which such party is now or hereafter becomes a party. The parties are independent contractors under this Agreement, and nothing in this Agreement creates a partnership, joint venture, franchise, employment, or agency or fiduciary relationship between EduWebads.com and you. Neither party has any authority to make any statement, representation or commitment of any kind or to take any action binding upon the other party, without the other party's prior written authorization, except as expressly stated in this Agreement. This Agreement is the entire agreement between EduWebads.com and you with respect to the Programs & Services and supersedes all prior and contemporaneous communications and proposals between EduWebads.com and you with respect to that subject matter.

If you have any questions about our Terms of Service or the practices of this site, e-mail us at This e-mail address is being protected from spambots. You need JavaScript enabled to view it or contact us at 661-257-8571.

© 2009 EduWebads.com, Inc.