Goodman Associates Limited

Standard Terms and Conditions for Advertising

These terms and conditions ("Standard Terms") shall be deemed incorporated by reference into any insertion order (the "Insertion Order") submitted by the advertiser or its agency set forth in the Insertion Order (collectively, "Advertiser") and shall govern the Insertion Order, superseding all terms therein except for those relating to advertisement scheduling and pricing. All Insertion Orders are subject to acceptance by Goodman Associates Ltd. The Standard Terms and Insertion Order shall be collectively known as the "Agreement." Advertiser and its agency (if applicable) shall be jointly and severally responsible under this Agreement.

Term of Agreement.

The term of this Agreement commences on the Acceptance Date set forth in the Insertion Order and terminates on the End Date set forth in the Insertion Order or such later date as the parties may agree in writing.

Terms of Payment.

Goodman Associates Ltd. will invoice Advertiser as set forth in the Insertion Order and as provided herein below. Payment as set forth in the Insertion Order shall be made to Goodman Associates Ltd. within the terms set out in the invoice. Amounts unpaid after such date shall bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) until paid in full. In the event of any failure by Advertiser to make payment, Advertiser will be responsible for all reasonable expenses (including legal fees) incurred by Goodman Associates Ltd. in collecting such amounts. Without limiting any other remedy available to Goodman Associates Ltd. in law or equity, in the event that Advertiser is in default of its obligations hereunder, including without limitation delinquent in payments required to be made hereunder, Advertiser shall upon notice by Goodman Associates Ltd. cease and desist from any further use of any Registrations or other information acquired under this Agreement. All payments due hereunder are in UK Sterling Pounds and are exclusive of any applicable taxes. Advertiser shall be responsible for all applicable taxes.

Advertiser's Representations; Indemnification.

Advertiser represents and warrants to Goodman Associates Ltd. that Advertiser holds all necessary rights to permit the use of the advertisement by Goodman Associates Ltd. for the purpose of this Agreement; and that the use, reproduction, distribution, transmission or display of advertisement, any data regarding users, and any material to which users can link, or any products or services made available to users, through or as a result of the advertisement will not (a) violate any criminal laws, including without limitation public laws and regulations, or any rights of any third parties, (b) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any applicable law or code, or (c) use any trademark, trade name, or corporate name of Goodman Associates Ltd - without the prior written consent of Results Ltd.. Advertiser agrees to indemnify, defend and hold Goodman Associates Ltd. and Third Parties (if any, and including, but not limited to Goodman Associates Ltd. data and, or technology Partners,) harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to (i) breach of any of the foregoing representations and warranties, or (ii) any third party claim arising from use of or access to the advertisement under this Agreement or any material to which users can link, or any products or services made available to users, through the advertisement under this Agreement.

Cancellations.

Except as otherwise provided in the Insertion Order, the Insertion Order is non-cancellable by Advertiser. If Advertiser cancels the Insertion Order, in whole or in part, prior to the End Date or prior to the cancellation date permitted in the Insertion Order, Advertiser agrees to pay Goodman Associates Ltd. a cancellation fee equal to the commission due if the campaign had run as booked.

Right to Reject Advertisement; Positioning.

All contents of advertisements are subject to Goodman Associates Ltd.'s approval. Goodman Associates Ltd. reserves the right to reject or cancel any advertisement, Insertion Order, URL link, space reservation or position commitment, at any time, for any reason whatsoever (including belief by Goodman Associates Ltd. that any placement thereof may subject Goodman Associates Ltd. to criminal or civil liability).

Confidentiality.

During the term of this Agreement, and until such time as the “Confidential Information” (as defined below) is no longer protected as a trade secret under the laws of England and Wales, neither party will use or disclose any "Confidential Information" of the other party except as specifically contemplated herein. "Confidential Information" means information that: (1) is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. Subject to the foregoing, Confidential Information shall include, without limitation, technical or non-technical data, a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, or list of actual or potential customers or suppliers, the advertisement before publication, and the terms of the Insertion Order. Confidential Information does not include information that: (i) has been independently developed by the receiving party without access to the other party's Confidential Information; (ii) has become publicly known through no breach of this Section by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority. At the request of the disclosing party, the receiving party shall return all of the disclosing party's Confidential Information to the disclosing party.

Termination; Effect of Termination.

In the event of a material breach by Advertiser, Goodman Associates Ltd. may terminate this Agreement immediately without notice or cure period, without liability to Goodman Associates Ltd. In the event of any termination, Advertiser shall remain liable for any amount due under an Insertion Order for advertisement delivered by Goodman Associates Ltd. and such obligation to pay shall survive any termination of this Agreement. Anything herein to the contrary notwithstanding, the provisions of the Agreement relating to confidentiality and any other provisions which by their nature should survive termination shall survive the expiration or termination of the Agreement for any reason.

No Warranty.

GOODMAN ASSOCIATES LTD. MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, GOODMAN ASSOCIATES LTD. EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY, FUNCTIONALITY OR ANY OTHER ASPECT OF GOODMAN ASSOCIATES LTD.’S SERVICE.

Limitations of Liability.

In the event that Goodman Associates Ltd. fails to publish an advertisement in accordance with the schedule provided in the Insertion Order, or in the event that Goodman Associates Ltd. fails to deliver the number of impressions specified in the Insertion Order (if any) by the End Date specified in the Insertion Order, or in the event of any other failure, technical or otherwise of such advertisement to appear as provided in the Insertion Order, the liability of Goodman Associates Ltd. and exclusive remedy of Advertiser shall be limited to either (i) placement of the advertisement at a later time in a comparable position or (ii) extension of the End Date specified in the Insertion Order until the minimum delivery requirements set forth in the Insertion Order, if any, are delivered, as the parties may mutually agree. IN NO EVENT SHALL GOODMAN ASSOCIATES LTD. BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF GOODMAN ASSOCIATES LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. GOODMAN ASSOCIATES LTD.'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY GOODMAN ASSOCIATES LTD. FROM ADVERTISER FOR THE INSERTION ORDER GIVING RISE TO THE CLAIM. Without limiting the foregoing, Goodman Associates Ltd. shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the control of Goodman Associates Ltd.. Advertiser acknowledges that Goodman Associates Ltd. has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.

Audit Rights.

Advertiser shall keep proper records and books of account relating to the computation of payments to be made hereunder. Goodman Associates Ltd. or its designee may inspect such records to verify reports. Any such inspection will be conducted in a manner that does not unreasonably interfere with Advertiser’s business activities and, except as provided below, shall be conducted no more frequently than once every six months. Advertiser shall immediately make any overdue payments disclosed by the audit plus applicable interest. Such inspection shall be at Goodman Associates Ltd.’s expense; however, if the audit reveals overdue payments in excess of 5% of the payments owed to date, Advertiser shall immediately pay the cost of such audit, and Goodman Associates Ltd. may conduct another audit during the same six month period.
Construction. No term or condition other than those set forth in the Standard Terms or in the Insertion Order relating to advertisement scheduling and pricing shall be binding on Goodman Associates Ltd. unless in writing signed by duly authorized representatives of the parties. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof, and all past courses of dealing or industry custom. The terms and conditions hereof shall prevail exclusively over any written instrument submitted by Advertiser, including Advertiser's insertion order, and Advertiser hereby disclaims any terms therein, except for terms therein relating to advertisement scheduling and pricing.

Miscellaneous.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without giving effect to principles of conflicts of law. This Agreement may be amended only by a writing executed by a duly authorized representative of each party. Advertiser shall make no public announcement regarding the existence or content of the Insertion Order without Goodman Associates Ltd.'s prior written approval, which approval shall not be unreasonably withheld. Any notices under this Agreement shall be sent to the addresses set forth in the Insertion Order (or in a separate writing) by facsimile or nationally-recognized express delivery service and deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.

By agreeing to the booking detailed on the sales order you are also agreeing to be bound by these terms and conditions.