Advertiser Terms & Conditions
This Advertiser Agreement (“Agreement”) is made between Vapemenu.com, Inc, a Florida Corporation (“Vapemenu” “Party”) and you (“Advertiser” “Party”)
AGREED UPON FACTS
A. Vapemenu is a provider of a cloud based application offering a digital, interactive menu for E-Cigarette Retailers (“User”).
B. The parties herein desire to agree to these Terms and Conditions by which Vapemenu will provide Advertiser with advertising opportunities on select Users digital menu applications provided by Vapemenu.
C. Vapemenu is the sole owner of all User accounts, whether sourced by Vapemenu or Advertiser.
D. Vapemenu does not sell, lease or provide warranty services for hardware acquired by neither Advertiser nor User in conjunction with the application offering.
E. Advertiser agrees to acknowledge and agree to terms noted in Article 23 of this Agreement.
IT IS NOW AGREED among the parties as follows:
1. The above Agreed Upon Facts are hereby made a part of the Terms and Conditions.
2. Liability. Advertiser agrees NOT to hold Vapemenu liable for any injury or issues surrounding neither hardware nor software, be it damage, loss or lack of functionality. If Advertiser is alerted to any irregularities with Advertiser content embedded on User screens, Advertiser is to alert Vapemenu who agrees to engage in best efforts to rectify irregularities in a timely manner.
3. Advertiser Payments. Advertiser agrees to pre-purchase impressions for advertising campaign by way of free.vapemenu.com online store.
4. Vapemenu Obligations, Covenants and Responsibilities. Vapemenu agrees to provide Advertiser with monthly impression reports for any sponsored User accounts relevant to Advertiser. Vapemenu shall provide any necessary troubleshooting and support to User accounts in a timely manner.
5. Advertiser Obligations, Covenants and Responsibilities. Advertiser agrees to furnish Vapemenu with all requested content necessary for Vapemenu to advertise on User accounts. Advertiser confirms that any content provided to Vapemenu has been approved for uploading into relevant User accounts.
6. Screen Content. Vapemenu and Advertiser shall not display content that is defamatory, obscene, indecent, violently graphic or discriminatory against any class of persons.
7. Advertising Content. Advertiser media content within User account may be limited to products carried in-store by specific User. Vapemenu is reliant upon Advertiser and/or User to change content upon request. Advertiser requests for changes to media content may take up to 30 days to be reflected in User accounts, and is subject to approval by Vapemenu. User requests for Advertiser content to be removed shall be evaluated and, if approved by Vapemenu, shall be removed within a timely manner. Individual Users can remove themselves from Advertiser content at their discretion by contacting Vapemenu offices.
8. Cost Per Mille (CPM). Cost per Mille is defined as cost per thousand impressions generated. Impressions are generated when a banner rotates. Impressions stop generating after a brief period of inactivity on the menu tablet device.
9. Vapemenu Service. Advertiser acknowledges that the Service, Vapemenu.com and Advertiser’s data on Vapemenu servers may not be available at all times and without interruption. Vapemenu will not be responsible for loss of service or functionality due to slow or unreliable Internet connections. Vapemenu does not guarantee that Advertiser data maintained on Vapemenu will be free of loss, virus, corruption, or error. Vapemenu agrees to engage best efforts to rectify any interruptions to service or loss of functionality in a timely manner.
10. Limitation of Liability. In no event shall Vapemenu’s liability arising out of or related to this Agreement, however caused, and whether arising under contract, tort (including negligence) or any other theory of liability exceed the amounts received by Vapemenu from Advertiser under the terms of this agreement. Retribution for any User specific disputes shall not exceed the amounts received by Vapemenu for the User in question.
11. Indemnification. Vapemenu agrees to indemnify and hold Advertiser harmless with respect to any claims or actions by third parties against Vapemenu based upon material prepared by Vapemenu, involving any claim for libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright, except where any such claim or action arises out of material supplied by Advertiser to Vapemenu. Advertiser agrees to indemnify and hold Vapemenu harmless with respect to any claims or actions by third parties against Advertiser based upon materials furnished by Advertiser. Information or data obtained by Vapemenu from Advertiser to substantiate claims made in advertising shall be deemed to be “materials furnished by Advertiser.” Advertiser further agrees to indemnify and hold Vapemenu harmless with respect to any death or personal injury claims or actions arising from the use of Advertiser’s products or services.
12. Copyright & Trademark Infringement Liability. Advertiser is responsible for any content it furnishes to Vapemenu. Any and all liabilities whatsoever arising out of use of content provided to Vapemenu by Advertiser rests with Advertiser.
13. Term of Agreement and Termination Rights. Vapemenu may terminate Advertiser's campaign by giving at least 1 day's prior notice to Advertiser of its intention to do so, in writing (email suffices). Upon termination, any credit balance owed to Advertiser shall be paid within 7 days of final termination.
14. Entire Agreement. These Terms and Conditions constitute the entire agreement and understanding between the parties with respect to the subject matter hereof. It supersedes and replaces all previous discussions, negotiations, and understandings between the parties. These Terms and Conditions may only be amended by a written amendment signed by authorized representatives of both companies.
15. Confidentiality. The parties acknowledge that, in the course of their dealings hereunder, each party (“Recipient”) may receive or otherwise become familiar with information about the other party (“Discloser”), including without limitation, information about the Discloser’s technology, client order information, client relationships, advertiser information, business activities and operations and its trade secrets, which is proprietary and confidential, and is marked as such or if not marked, disclosed orally as confidential or from the circumstances surrounding disclosure should reasonably be considered to be confidential (the “Confidential Information”). Recipient hereby agrees to protect the Confidential Information of Discloser in the same manner that it protects its own information of a similar nature and to take all reasonable measure to maintain the confidentiality and secrecy to the Confidential Information of Discloser and to avoid its disclosure. Recipient shall not disclose Confidential Information to anyone except an employee, agent or contractor who has a need to know same to carry out Recipient’s obligations under this Agreement, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as those in this section. Recipient will not use Discloser’s Confidential Information other than as expressly permitted under this Agreement. Upon expiration, cancellation or termination of this Agreement, and upon Discloser’s written request, Recipient shall promptly return the Discloser’s Confidential Information or delete all copies of such Confidential Information from its possession and certify in writing to Discloser of such deletion. The foregoing notwithstanding, Confidential Information will not include any information to the extent that it: (a) is or becomes publicly available through no act or omission on the part of the Recipient; (b) is disclosed to Recipient by a third party without obligation of confidentiality with respect thereto; (c) is independently developed by Recipient’s employees who do not have and have not had access to the Confidential Information of the Discloser; (d) is released from confidential treatment by written consent of Discloser. In addition, if Recipient is required to disclose the Confidential Information or any part thereof to a tribunal or to governmental or regulatory agency, then unless Recipient is restricted by law or order, It will notify Discloser prior to such disclosure and cooperate with Discloser to allow it to obtain protective orders maintaining the confidentiality of such information.
16. Governing Law. This agreement shall be governed by California law, without regards to its conflicts of law’s provisions. Each party agrees to bring any action or proceeding arising out of or relating to this Agreement in a state or federal court in Los Angeles, CA and consents to the exclusive jurisdiction of such courts.
17. Relationship. In making and performing this Agreement, the Parties shall be deemed to be acting as independent contractors and shall not be deemed to be agents, representatives or partners. Neither Party is authorized to bind the other to any obligation affirmation, or commitment with respect to any other person or entity.
18. Successors and Assigns. These Terms and Conditions are binding upon and shall inure to the benefit of the parties hereto and their respective successors, attorneys, agents, representatives, heirs and assigns. Neither party may assign, delegate or otherwise transfer these Terms and Conditions, whether by operation of law or otherwise, without the party’s prior written consent.
19. Headings. The section headings contained herein are inserted for convenience and reference only and do not affect the meaning or interpretation of these Terms and Conditions.
20. Invalidity of Provisions. Should any of the provisions herein be deemed to be invalid by a court of competent jurisdiction, the validity and ability to enforce of the remaining provisions shall not be affected thereby, unless rendering the provisions invalid defeats the purpose for which these Terms and Conditions exist, in which case the entire Terms and Conditions shall be rendered invalid.
21. Attorney’s Fees and Costs of Suit. In the event of any action brought to enforce any portion of these Terms and Conditions, the prevailing party shall be entitled to reasonable attorney’s fees and costs of suit.
22. Mediation. In the event that any dispute arises between the parties with respect to these Terms and Conditions, then the parties shall first attempt to resolve the matter by mediation. Failure to so mediate shall cancel the provisions of paragraph 18 as against any party that so refuses mediation.
23. Terms and Rates. Impressions purchased are non-refundable and will be generated through qualifying User accounts at Vapemenu's discretion. Impressions must be generated by Vapemenu within 12 months of purchase. Advertising campaign has been satisfied and Terms and Conditions no longer apply once all impressions purchased have been used, or when the 12 month period has elapsed, whichever comes first.