Terms of Service
Definitions and Interpretation
- Client – Means a user that signs up for a user profile, a “Client”
- Hot On Homes Marketing Media (the “Advertising Services”)– means collectively the following:
- 1) Display Ads – Means any ad(s) promoting the products and/or services of the Client, which will (to the extent possible or desired) be personalized by the AdNetwork Technology for each user.
- 2) Community Listing – means the reasonably available descriptive and pricing information for Client’s new homes and communities, including as applicable, the addresses, descriptions, available floor plans, photos for each home offered for sale by Client within such community and a link to Client’s web site, each in such format and by such means as may be reasonably specified by AdNetwork.
- 3) Emails – Means any email(s) promoting the products and/or services of the Client, which will (to the extent possible or desired) be personalized by the AdNetwork Technology for each user.
- Insertion Order – Means each Advertising Service ordered by the Client (that was not launched by the Client themselves using the AdNetwork Platform) indicating the type of Advertising Service chosen, the duration of the Advertising Service, the budget, the price and any other particular condition
- AdNetwork Account – Means the creation of one or more advertiser accounts on the AdNetwork platform.
- AdNetwork Technology – Means technology that allows AdNetwork to target and re/target users (based on their behavior) and display to them Community Listing and Display Ads.
- Client’s Content – Means images, graphics, text, data, link or other objects supplied by the Client to AdNetwork for inclusion in the AdNetwork Platform.
- AdNetwork Platform – Means the AdNetwork website and all the tools and capabilities the Client has access to including, creating, launching, monitoring, pausing and stopping a campaign.
The Client acknowledges and accepts the technical requirements and the specificity of the service prior to accepting the User Agreement. The Client commits to implement (and continually comply with) the technical requirements for use of the AdNetwork Technology. These technical specifications include supplying AdNetwork with the Client’s Content for AdNetwork to include in the Advertising Services as required by the AdNetwork Platform. In case of delay in these operations due to the Client, AdNetwork does not warrant the dates stated in the Insertion Order. Client shall not modify or attempt to modify the codes or any other program of the AdNetwork Technology.
To access certain parts of the AdNetwork Platform, the Client may have to create an AdNetwork Account. All such information provided by the Client shall be accurate and the Client agrees to keep said information up to date. Anyone whose privilege to use the AdNetwork Platform was previously terminated by AdNetwork may not register for another AdNetwork Account, nor use another’s account to use the AdNetwork Platform or create an account on the Client’s behalf.
Because sharing access to the AdNetwork Account with third parties is prohibited, AdNetwork assumes that access to the AdNetwork Platform through the Client’s Account is, in fact, the Client acting with full authority. The Client is solely responsible for any and all access to the AdNetwork Platform by persons using the Client Account.
Display of the Display Ads
The Client acknowledges and accepts that the Display Ads are displayed in accordance with the results of the AdNetwork Technology and that AdNetwork Technology has an absolute discretion as to where (and how often) the Display Ads will be displayed within the AdNetwork Network and that the Display Ads can be displayed next to direct or indirect competitors’ Display Ads. AdNetwork reserves the right to make changes to the AdNetwork Technology without notice or compensation to the Client and or for any reason to cease the display of the Display Ads.
Client Adjustments, Measurements and Performance
AdNetwork measures, through its servers, the number of impressions and/or clicks and/or other indicators necessary for calculating the charges under this Agreement. Through an online interface, Client may access those statistics on a daily basis. The statistics are updated within a maximum delay of 48 hours. To access these measurements, AdNetwork grants the Client access to the AdNetwork Platform. The Client chooses its password and ID that are personal and confidential. The Client is responsible for the use and storage of its password and ID. Any loss or involuntary disclosure must be immediately notified in writing to AdNetwork.
The AdNetwork Platform provides the Client with a great deal of transparency and control into making adjustments to their account and campaigns. Any modifications the Client makes in setting up, budget adjustment, launching, pausing or stopping a campaign are the sole responsibility of the Client. Any charges or costs that are a result of changes made by the Client will be included in the Client’s regular bill and/or invoice from AdNetwork.
Invoicing and Payment
Setting up an Account with AdNetwork is free of charge. AdNetwork has no required minimum spend for use of the AdNetwork Technology (more advanced products such as Community Listing Ads may come with additional costs and minimums). All charges and invoices will be based on AdNetwork’s measurements and tracking and not based upon those of Client or any other party. Any and all federal, state or local taxes that may be imposed on any Advertising Services pursuant to this Agreement shall be paid by Client and AdNetwork may bill and collect such amounts in addition to the amounts otherwise payable hereunder. Failure to timely pay fees due hereunder shall give AdNetwork the right to stop providing the Advertising Services and AdNetwork’s doing so or Client’s payment of interest on late payments of fees shall not prevent AdNetwork from exercising any other rights under this Agreement or applicable law. All payments to AdNetwork shall be made in United States Dollars and are quoted exclusive of any value added tax which shall be payable at the time and in the manner required by law. AdNetwork shall be entitled to charge interest on overdue amounts, from the due date up to the date of actual payment, at the monthly rate of 1.5% (or the highest rate permitted by law, if less), whether before or after any judgment. Any claim on the invoice can only be raised within one month of receipt. No party may offset any payment due under the Agreement against any other payment to be made under this Agreement. AdNetwork may, in its sole discretion, extend, revise or revoke credit at any time. AdNetwork is not obligated to deliver any Ads in excess of any credit limit. For accounts that have been set up using a credit card there are two options (i) Manual Pay is where you pay when you want for future costs (ii) Automatic Payments is where you are automatically charged after your ads run as specified by AdNetwork (e.g., in the Program user interface).
Neither Party shall acquire any intellectual property right as a result of the Advertising Services on the AdNetwork Platform and each Party remains sole owner of the intellectual property rights it owned prior to the conclusion of the Agreement. AdNetwork is sole owner of the data collected from the Advertising Services as a result of its Technology. The Client acknowledges that AdNetwork has the right to use and disclose data derived from Client’s use of the AdNetwork Platform (i) to operate, manage, test, maintain and enhance the AdNetwork Platform, AdNetwork Technology and other AdNetwork products, programs and/or services, and (ii) if required by court order or law. For the whole duration of the Agreement, the Client grants AdNetwork a worldwide, royalty-free, transferable license to use, reproduce and represent the Client trademarks and logos, to display, reproduce, or represent the Client Content and any other creative elements of the Advertising Services (i) on all supports of the AdNetwork, (ii) on all documentation promoting the AdNetwork Platform. AdNetwork shall seek prior authorization from the Client for any press release.
AdNetwork gives no warranty or condition, express or implied, with respect to any matter and, in particular, but without limitation, expressly disclaims any warranties or conditions of non-infringement or the quality or fitness for any particular purpose of the AdNetwork Technology or any service provided under this Agreement. The Client warrants and represents to AdNetwork that: (i) it has the right, power and authority to enter into this agreement and perform its obligations as set out herein; (ii) it has the right to provide the Client Content of the Advertising Services to AdNetwork for publication, without infringing any rights of any third party including, without limitation, intellectual property rights; (iii) the Client Content complies with the Interactive Advertising Bureau Guidelines Standards & Best Practices and all other applicable law, guidelines and industry codes of practice and any other regulations or statutes which may apply; (iv) the Client Content complies at all times with all applicable laws, statutes, statutory instruments, contracts, or regulations, advertising and marketing codes of practice in any of the jurisdictions where the Advertising Services are displayed; (v) the Client Content does not give access via hyperlinks to any website containing material that is obscene, defamatory or contrary to any applicable law or regulation;
Client will at all times indemnify and hold harmless AdNetwork, its employees and agents, the advertisers and their advertising agencies from and against any and all claims, losses, actions, damages, liabilities and expenses, including reasonable attorney’s fees, arising out of or caused by the use of the components of this User Agreement or arising out of or caused by an alleged breach of any representation or warranty made by Client in this User Agreement.
AdNetwork shall not be liable for any special, indirect, incidental, consequential, punitive or exemplary damages in connection with this Agreement, even if the Client has been advised of the possibility of such damages. AdNetwork shall have no liability, for any failure or delay resulting from any event beyond the reasonable control of AdNetwork including without limitation fire, flood, insurrection, war, terrorism, earthquake, power failure, riot, explosion, and embargo. To the maximum extent permitted by the law, AdNetwork liability under these Terms, for whatever cause, whether in contract or in tort, or otherwise, will be limited to general money damages and shall not exceed the amount corresponding to the last month invoiced to the Client.
Term and Termination
This Agreement shall apply as from the date of the creation of an AdNetwork Account, and for all Advertising Services except the Community Listings shall expire i) upon the cancellation of the Client’s AdNetwork account either at the Client’s request or by AdNetwork ii) on the date on which the total amount which the Client will pay to AdNetwork for the AdNetwork Technology as stated in an Insertion Order is exhausted. The Client may terminate the agreement with immediate effect by written notice to AdNetwork: (i) if AdNetwork commits a material breach of any of its obligations under this agreement and in the case of a remediable breach, fails to remedy it within seven (7) days of the date of receipt of notice from the other specifying the breach and requiring it to be remedied; or (ii) on the occurrence of a Force Majeure Event that has continued for a minimum period of two months. AdNetwork reserves the right to terminate the agreement with immediate effect at any time and for any reason. Expiration or termination (for any reason) of this Agreement shall not affect any accrued rights or liabilities which either party may then have nor shall it affect any clause which is expressly or by implication intended to continue in force after expiration or termination. Specifically for Community Listings, unless otherwise expressly provided in the Insertion Order under this Advertising Services Agreement, the Community Listings may be terminated by either party for any reason at any time upon 90 days prior written notice, in which case Client shall immediately pay to AdNetwork all amounts due through the effective date stated in such termination notice. When available, renewal rates will be based on pricing in effect on the renewal date and pricing is subject to change at any time. In addition, fees may apply to reinstate certain Advertising Services after termination or cancellation.
Each party undertakes that it will not at any time hereafter divulge or communicate to any person, except its professional representatives or advisers or as may be required by law or any legal or regulatory authority, the terms and conditions of his contract or any confidential information concerning the business.
The Client shall not without AdNetwork’s prior written consent assign at law or in equity, sub-license or deal in any other manner with this contract or any rights under this contract, or sub-contract any or all of its obligations under this contract or purport to do any of the same.
This User Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to conflict of laws principles.
- This User Agreement may be amended only by a written agreement executed by an authorized representative of each party.
- The parties acknowledge and accept that electronic format shall be deemed an acceptable means of communication for the execution or sending of an Insertion Order or to modify the terms of an Insertion Order including its renewal.
- This User Agreement constitutes the complete and entire agreement between the parties and shall supersede any and all other prior understandings, commitments, representations or agreements, whether written or oral, between the parties.
- If any provision of this User Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or enforceability shall not effect the other provisions of this User Agreement which shall remain in full force an effect.
- In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this User Agreement or by law, be deemed to be or construed as a waiver of that or any other right, so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
AdNetwork, Hot On Homes, HotOnHomes.com, the AdNetwork logo, and other AdNetwork logos and names are trademarks of Crozier & Henderson Productions, Inc. You agree not to display or use these trademarks in any manner without AdNetwork’s prior, written permission. The section titles of this User Agreement are displayed for convenience only and have no legal effect. Please send any questions or comments, or report violations of this User Agreement to:
Crozier & Henderson Productions, Inc. (dba AdNetwork)
Attn: User Agreement Issues
5151 Belt Line Rd., Suite 101
Dallas TX 75254