Terms & Conditions for Advertisers

Welcome to the Utahluxury.com Self-Service Advertising Platform ("Platform").

A. INFORMATION COLLECTION

The Platform provides you ("Advertiser") with booking, sales, management, display and tracking services for advertisement placements ("Ad Campaign(s)"). Each Ad Campaign comprises of one or more advertisements ("Ad(s)") that can be placed into a Javascript, RSS feed, Email, Audio Stream, Video Feed, or Offline Display Medium ("Ad Zone(s)"). You are buying the Ad Zone from the organization, group or individual who publishes, manages, or displays the Ad Zone ("Publisher").

The Platform runs on software developed and hosted by Trafficspaces Inc. ("Trafficspaces"), its subsidiaries and third party contractors ("Application Provider"). Ads are viewed by members of the public ("User"), who access Ad Zones via an interface provided by the Publisher. The Platform is a venue for a Publisher and an Advertiser to organize, complete and fulfil advertising transactions. The parties acknowledge and agree that Application Provider is solely a third party provider of services under this Agreement and does not serve as the agent of or for either Advertiser or Publisher.

YOU ACKNOWLEDGE AND AGREE THAT BY SUBMITTING YOUR ADS TO PUBLISHER THROUGH THE PLATFORM, YOU ARE CONSENTING TO AND AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL POLICIES AND GUIDELINES OF THE PLATFORM THAT ARE INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY DISCONTINUE USE OF THE PLATFORM AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS BELOW.

1. CONDITIONS FOR ADVERTISING AND PAYMENT

1.1 Subject to approval by Publisher, Ad Zones are available to anyone who registers all the required information and has paid for an Ad Campaign in a manner required by Publisher.

1.2 Application Provider shall provide Advertiser with a price list for all Ad Zones and it shall be Advertiser's sole responsibility to determine on which Ad Zones to place an Ad. Advertiser shall be liable for all charges that accrue based on the price list provided to Advertiser. Until an Ad Zone is invoiced or paid for, the parties agree that its price may change without notice. Advertiser agrees to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity. Application Provider provides tracking tools, and in the event of any dispute in the running of an Ad, the number of ad impressions or recorded click throughs on any Ad, Advertiser hereby agrees that the tracking device provided by Application Provider shall be the official tracking mechanism for the applicable Ad.

1.3 Publisher, Application Provider and their designees reserve the right to, and in their sole discretion may, at any time review, edit, reject, modify, or remove any Ad. The sole liability of Publisher and Application Provider to Advertiser for removal of any Ad shall be limited to a full or partial refund of any fees paid for Ad Campaigns not yet approved by Publisher. No liability of Publisher, Application Provider or their designees shall result from any such decision. In addition, Publisher may, at its option request that Advertiser rescind changes made to an approved Ad, if Publisher in its sole discretion finds any modifications made to an approved Ad objectionable.

1.4 Payment may take place via PayPal, or with a credit card using a secure payment system ("Payment Solution Providers"), or, upon special arrangement, by check or wire transfer to the account designated by Publisher. Payments are limited by terms of Payment Solution Providers. If an Ad Campaign is not accepted or is stopped prematurely, Publisher or its designees shall issue a full or partial refund of the fee paid upon submission of the Ad Campaign to Advertiser by either 1) issuing a refund coupon that may be redeemed on the Platform, or 2) issuing a payment via the PayPal system to the PayPal account Advertiser used for payment, or 3) refunding directly to a credit card or 4) mailing Advertiser a check to the postal address registered with Application Provider via the appropriate Application Provider form, if the Ad Campaign was paid for by check or wire transfer. If a refund is not claimed within the time period specified by Payment Solution Providers, Advertiser forfeits the entire amount and the payment may be canceled. Any check not cashed within its expiry period may be forfeited and the payment may be canceled. Subject to the Publisher's discretion, Advertiser may also request a refund at any time by stopping their Ad Campaign on the Platform.

1.5 Advertiser may not use the Platform in order to transmit, distribute, store or destroy material, including without limitation Web Site Content, (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive or hateful. Application Provider and its designees reserve the right to restrict, suspend, or terminate Advertiser's access to all or any part of the Platform at any time, for any or no reason, with or without prior notice, and without liability.

1.6 By submitting advertising into the Platform, the Advertiser grants Application Provider and Publisher the right to reproduce, publish, display and distribute, without additional charge, the Ad on any of the Application Provider sites or in any Application Provider collateral materials.

1.7 By submitting an Ad to the Platform, Advertiser shall represent and warrant that it is the owner of all patent, copyright, mask work, trademark, service mark, and all other proprietary rights and interests therein. Advertiser hereby grants Publisher, Application Provider and their designees the right to communicate such works to the public, perform and display the content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of this Agreement for the purpose of providing the Platform and posting the Ad as described in this Agreement. Advertiser also permits any User to access, display, view, store and reproduce such content. Subject to the foregoing, the owner of such content placed on the Platform retains any and all rights that may exist in such content.

1.8 Advertiser acknowledges and agrees that Publisher or its designees may preserve Advertiser Content and may also disclose Advertiser Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any Advertiser Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Application Provider, Publisher, Users and the public.

2. REPRESENTATIONS AND WARRANTIES

2.1 Advertiser hereby represents and warrants that Advertiser is authorized to publish Advertiser Content and further represents, that the contents are not unlawful, do not infringe the rights of any person or entity and that the Advertiser has obtained all necessary permission or releases to display the Ad.

2.2 Advertiser further represents and warrants that any Web site linked to Advertiser's Ads complies with all laws and regulations in any state or country where the ads are displayed, does not breach and has not breached any duty toward or rights of any person or entity and is not false, misleading, defamatory, libellous, slanderous or threatening.

2.3 Advertiser acknowledges and agrees that Publisher, Application Provider, their affiliates, partners and third-party service providers make no guarantee regarding the levels of impressions or clicks for any Ad placed into an Ad Zone. Advertiser further acknowledges that Publisher and Application Provider, their affiliates and third-party service providers act as a passive conduit for the distribution and publication of Advertiser-submitted information and have no obligation to screen communications or information in advance and are not responsible for screening or monitoring material posted by Users. Publisher, Application Provider, their affiliates and third-party service providers do not warrant or make any representations regarding the use or the results of the use of the materials posted in terms of their correctness, accuracy, timeliness, reliability or otherwise and Advertiser assumes the entire cost of all necessary maintenance, repair or correction to the Ad.

3. NO WARRANTY

ADVERTISER ACKNOWLEDGES THAT ADVERTISER IS USING THE PLATFORM AT ADVERTISER'S OWN RISK. THE PLATFORM IS PROVIDED "AS IS", AND PUBLISHER, APPLICATION PROVIDER, THEIR AFFILIATES, PARTNERS AND THIRD PARTY SERVICE PROVIDERS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY THE PLATFORM. PUBLISHER, ITS AFFILIATES, PARTNERS AND THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED ON THE PLATFORM.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ADVERTISER FROM PUBLISHER OR APPLICATION PROVIDER THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

4. LIMITATIONS OF LIABILITY

PUBLISHER, APPLICATION PROVIDER, THEIR OFFICERS, DIRECTORS, AGENTS, ADVISORS, AFFILIATES, PARTNERS AND THIRD PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE TO ADVERTISER OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ALLEGEDLY SUSTAINED ARISING OUT OF THIS AGREEMENT, THE PROVIDING OF SERVICES HEREUNDER, THE SALE OR PURCHASE OF ANY GOODS OR MERCHANDISE, ADVERTISER'S ACCESS TO OR INABILITY TO ACCESS THE PLATFORM, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE PLATFORM, ADVERTISER'S USE OF OR RELIANCE ON THE PLATFORM OR ANY OF THE MERCHANDISE, INFORMATION OR MATERIALS AVAILABLE ON THE PLATFORM, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADVERTISER ACKNOWLEDGES THAT, DUE TO THE NATURE OF THE INTERNET, PUBLISHER, APPLICATION PROVIDER, THEIR AFFILIATES, PARTNERS AND THIRD-PARTY SERVICE PROVIDERS CAN ASSUME NO LIABILITY FOR UNAUTHORIZED COPYING OF AD CONTENT BY USERS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO ADVERTISER. ADVERTISER MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

5. INDEMNIFICATION

ADVERTISER HEREBY AGREES TO RELEASE PUBLISHER, APPLICATION PROVIDER, THEIR AFFILIATES, PARTNERS AND THIRD-PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED ("CLAIMS"), ARISING OUT OF OR IN ANY WAY CONNECTED WITH ADVERTISER'S USE OF THE PLATFORM. IF ADVERTISER IS A CALIFORNIA RESIDENT, ADVERTISER WAIVES CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR".

6. MISCELLANEOUS

6.1 This Agreement shall be governed in all respects by the laws of Delaware and the parties agree to submit to the non-exclusive jurisdiction of the Delaware courts.

6.2 Unless otherwise noted in this Agreement, all correspondence should be sent to the Publisher via the e-mail address specified on Publisher's site or the contact form on the Platform.

6.3 Unless, otherwise directed by Advertiser in writing, Publisher and Application Provider or their designees may, even after termination of this Agreement, retain and store all Advertiser information, including but not limited to Ads, URLs, contact and billing information. In addition, Publisher and Application Provider or their designees may share aggregate (i.e., not personally identifiable) information about Advertiser with other advertisers, business partners, including syndication partners, sponsors, and other third parties.

6.4 While Application Provider, its affiliates, partners and third-party service providers do value Advertiser feedback on the Platforms, Advertisers are asked to be specific in their comments and not to submit creative ideas, inventions, suggestions, or materials. If, despite our request, Advertiser sends us creative suggestions, ideas, drawings, concepts, inventions, or other information (collectively the "Submission"), the Submission shall be the property of Application Provider, its affiliates, partners and third-party service providers. None of the Submission shall be subject to any obligation of confidence on Application Provider, its affiliates, partners and third-party service providers, and the same shall not be liable for any use or disclosure of any Submission. Application Provider, its affiliates, partners and third-party service providers shall own exclusively all now known or later discovered rights to the Submission and shall be entitled to unrestricted use of the Submission for any purpose whatsoever, commercial or otherwise, without compensation to Advertiser or any other person who submitted the Submission.

6.5 Use of Trademarks. Advertiser hereby grants Application Provider the right to use its name and logos ("Trademarks") on its web sites and advertising materials in connection with the Platform.

6.6 In the event that the bulk of the assets of Application Provider, its affiliates, partners and third-party service providers are acquired, user data submitted via the Platform may be among the transferred assets.

6.7 Advertiser agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or any activities conducted on Application Provider's servers. Advertiser agrees not to take any action that imposes an unreasonable or disproportionately large load on the Platform's hardware, bandwidth or software. Advertiser agrees not to impede or interfere with others' use of the Platform. Advertiser further agrees not to alter or tamper with any information or materials on or associated with the Platform.

6.8 All prices and terms are subject to change. The current terms of this Agreement can always be publicly accessed via the Platform.

Section Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.