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Provision
of Advertising Materials:
Advertiser will provide all materials for the advertisement in accordance with
Hifunda.com’s policies in effect from time to time,
including (without limitation) the manner of transmission
to Hifunda.com and the lead-time prior to publication
of the advertisement. Hifunda.com shall not be required
to publish any advertisement that is not received in accordance
with such policies and reserves the right to charge Advertiser,
at a rate specified in the Insertion Order, for inventory
held by Hifunda.com pending receipt of acceptable materials
from Advertiser which are past due. advertiser hereby
grants to Hifunda.com a non-exclusive, world-wide, fully
paid license to use, reproduce and display the advertisement
(and the contents, trademarks and brand features contained
therein) in accordance herewith.
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Right
to Reject Advertisement:
All contents of advertisements
are subject to Hifunda.com’s approval. Hifunda.com
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 Hifunda.com that placement of advertisement,
URL link, etc., may subject Hifunda.com to criminal or
civil liability).
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Cancellations:
Except as otherwise provided in the Insertion Order, the
Insertion Order is non-cancelable by the Advertiser.
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Construction:
No conditions other than those set forth in the Insertion Order or these Standard Terms shall be binding on Hifunda.com unless Expressly agreed to in writing by Hifunda.com. In the event of any inconsistency between the Insertion Order and Standard Terms, the Standard Terms shall control.
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Confidentiality:
"Confidential Information" shall mean (i) advertisements,
prior to publication; (ii) the Insertion Order and any
Hifunda statistics that shall be deemed Hifunda Confidential
Information; and/or (iii) any information designated in
writing, or identified orally at time of disclosure, by
the disclosing party as "confidential" or "proprietary."
During the term of this Agreement, and for a period of
two years following any End Date, neither party will use
or disclose any Confidential Information of the other
party except as specifically contemplated herein. The
foregoing restriction does not apply to 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 14 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.
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Termination:
Effect of Termination. In the event of a material
breach by Advertiser, Hifunda may terminate this Agreement
immediately without notice or cure period, without liability
to Hifunda. In the event of any termination, Advertiser
shall remain liable for any amount due under an Insertion
Order for advertisement delivered by Hifunda and such
obligation to pay shall survive any termination of this
Agreement. If the parties contemplate any provision to
survive any termination or expiration of this Agreement,
such provision shall survive such termination or expiration.
At the request of the disclosing party, the receiving
party shall return all of the disclosing party's Confidential
Information to the disclosing party.
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Miscellaneous:
These Standard
Terms, together with the Insertion Order, (i) shall be
governed by and construed in accordance with the laws
of the State of West Bengal, India without effects to
principles of conflicts of law (ii) may be amended only
by a written agreement executed by an authorised representative
of each party, and (iii) constitute a complete and entire
expression of the agreement between parties, and shall
supersede any and all other agreements, whether written
or oral, between parties. Advertiser shall make no public
announcement regarding the existence or content of the
Insertion Order without Hifunda.com’s written approval,
which may be withheld at Hifunda.com’s sole discretion.
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. Both parties consent to the jurisdiction
of the High courts of the State of West Bengal, India
with respect to any legal proceeding arising in connection
with the Insertion Order/ Standard Terms.
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