BuzzPixels Advertising Terms of Service

The BuzzPixels website and advertising system ("BuzzPixels") is wholly owned and operated by Netfactors Limited ("Netfactors"), incorporated in England and Wales as a private limited company with company number 6010649. The following Advertising Terms of Service form an agreement between you as the advertiser and Netfactors, which governs the terms and conditions for advertising with BuzzPixels. In consideration of advertising with BuzzPixels, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under English law or other applicable jurisdiction. By entering into this agreement, you also expressly agree to be bound the BuzzPixels Website Terms of Use, the BuzzPixels Editorial Guidelines and the BuzzPixels Privacy Policy.

Advertiser Account

When signing up to advertise with BuzzPixels, you will be assigned an advertiser account ("account"), which becomes active upon the completion of the purchase of your first advertisement.

Your account may include one or more advertisements ("advert" or "adverts"), which whilst purchased separately and constituting separate transactions, are provided as part of your account and subject to the terms of this agreement.

You agree to: (a) provide true, accurate, current and complete information about yourself ("account information") as prompted by the BuzzPixels online sign-up process or any other communication (b) maintain and promptly update the account information to keep it true, accurate, current and complete. Netfactors may combine account information you provide with information we obtain from other sources and retain them as elements of your account.

If you provide any information that is untrue, inaccurate, not current or incomplete, or if Netfactors has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Netfactors has the right to suspend or terminate your account and refuse any and all current or future use of BuzzPixels or any portion thereof.

Conditional to the account being fully active and not being deactivated, Netfactors grants you access to an online administrative console within BuzzPixels where you can manage various aspects of your account. Such access shall be provided once you have successfully identified yourself through the provision, via an online login form to be found on BuzzPixels, of your email address and your designated password ("login information") that Netfactors hold on its systems as part of your account information.

You agree that your account may not be used by, nor your login information be made available to any third party, except users authorised by you, and that you will promptly notify Netfactors if you become aware of a potential breach of security relating to your BuzzPixels account, such as the unauthorised disclosure or use of your login information. Authorised users must comply with this agreement and you are liable for their acts and omissions in connection with this agreement, and any charges they may incur in the purchase of advertising or otherwise. Netfactors cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

You may use data made available to you in connection with BuzzPixels solely for internal use to manage your account and you will not publish such data.

You agree that you will not: (i) use any automated means, including agents, robots, scripts, or spiders, to access, monitor, scrape, or manage your account, or to access, monitor, scrape or copy BuzzPixels or any data or content therein (ii) interfere or attempt to interfere with the proper working of BuzzPixels.

Adverts

Netfactors shall display all adverts under your account on BuzzPixels until the termination of this agreement conditional to such adverts being fully active and not being suspended, cancelled or deactivated and conditional to the account being fully active and not being deactivated

Active adverts will be displayed on the pixel grid on the home page of BuzzPixels as well as in other publicly available areas within BuzzPixels. In order to improve BuzzPixels, Netfactors may redesign or modify the organisation, specifications, structure, and/or appearance of any location where your adverts may be displayed. Further, it reserves the right to modify or discontinue offering any functional aspect of BuzzPixels.

Each advert shall comprise various elements, including but not necessarily limited to pixel image, title, description, display URL and hyperlink URL (collectively or individually, "ad content").

In purchasing an advert, you grant Netfactors the right to perform its duty under this agreement of displaying your advert through a non-exclusive, royalty-free, worldwide license to: (i) use, copy, adapt, reformat, recompile, manipulate, communicate by telecommunication, and/or modify the ad content for public performance, public display, and distribution and (ii) access, the website(s) to which your adverts link, or any portion thereof, by any means, including web spiders and/or crawlers.

You agree that Netfactors shall not have any liability for your adverts or ad content and that your advert or ad content shall comply with the BuzzPixels Editorial Guidelines. You agree that all ad content will be reviewed by Netfactors and that ad content that contravenes the BuzzPixels Editorial Guidelines may result in an advert being temporarily suspended at Netfactors' sole discretion. Should this occur, you will be notified and given the opportunity to amend such ad content so that the advert may be reinstated. You agree that repeated violations of the BuzzPixels Editorial Guidelines may result in the permanent or temporary deactivation of an advert or the permanent or temporary deactivation of your account at Netfactors' sole discretion, at which point Netfactors has the right to refuse any and all current or future use of BuzzPixels or any portion thereof.

You agree that Netfactors is not responsible for any aspect of your or any third-party website(s). You represent, warrant, and covenant that all information you provide or use (including Netfactors' suggestions) in connection with your adverts and ad content will be updated to remain current and accurate.

Charges, Fees and Payment

In the purchase of each advert, you agree to pay Netfactors at the time of purchase and in advance of the activation of the advert charges that you incur in connection with the advert in the currency indicated by Netfactors with payment affected via an online payment handling service ("payment gateway") of Netfactors' designation. While Netfactors shall ensure to the best of its ability that the designated payment gateway has a reputable standing in terms of the security of its systems and service, you agree that the use of such payment gateway for handling your personal payment information is entirely at your own risk and indemnify Netfactors from any loss that may be incurred in using the payment gateway.

Upon purchase of each advert, an invoice will be issued to the billing details that you provide as part of your account information. Purchase invoices will be available for you to download in electronic format from the BuzzPixels administrative console.

Netfactors reserves the right to change prices without prior notice or to offer special offers and discounts. Claims for discounts for purchases prior to such price changes or offers will not be entertained.

Charges and fees include Netfactors' corporation taxes and UK value added tax (VAT) if applicable, but do not include any other sales, use, value-added, withholding, excise, or any other taxes or government charges, which are payable by you and are in addition to any amounts due to Netfactors hereunder.

You agree to submit any disputes about charges to Netfactors by email or through the use of the BuzzPixels online contact form within 60 days of the date you incurred such charge, otherwise you waive such dispute and such charge will be final and not subject to challenge.

Cancellation of Advert Purchases

You may request by email or through the use of the BuzzPixels online contact form the cancellation of any individual advert. Upon acceptance of your cancellation request, the advert will be marked as cancelled and not be displayed within the public areas of BuzzPixels.

Furthermore, should the cancellation request be made within 30 days of the date of the original purchase for the cancelled adverts, you will be refunded the costs charged to you by Netfactors at the time of purchase of the advert and a credit note will be issued to offset against the invoice issued at the time of purchase.

Confidentiality

"Confidential information" means any information disclosed to you by Netfactors, either directly or indirectly, in writing, orally, or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by Netfactors, (ii) becomes publicly known and made generally available after disclosure to you by Netfactors other than through your action or inaction, or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by Netfactors, as shown by your files and records.

You shall not at any time: (i) sell, license, or transfer any confidential information, (ii) disclose or otherwise make available to any person or entity any confidential information (other than to those of your employees and Authorised Users who are bound in writing by use and confidentiality restrictions which are no less protective of Netfactors than those contained in this agreement and who have a legitimate need to know such confidential information in connection with this agreement), or (iii) access, use, reproduce, or copy any confidential information, except as necessary in connection with the purpose for which such confidential information is disclosed to you and in accordance with this agreement.

You agree to take all measures to protect the secrecy of, and to avoid disclosure and unauthorised use of, the confidential information. If required by law to disclose confidential information, you may do so provided that: (a) you give Netfactors prompt written notice of such requirement prior to such disclosure, (b) at Netfactors' request, you assist Netfactors in obtaining an order protecting the confidential information from public disclosure, and (c) any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All confidential information shall remain Netfactors' personal property, and all documents, electronic media, and other items containing or relating to any confidential information shall be delivered to Netfactors, destroyed, or uninstalled immediately upon Netfactors' request, or upon termination of this agreement.

You may not issue any press release or other public statement regarding this agreement, BuzzPixels, or Netfactors without Netfactors' prior written consent.

Representations

You represent, warrant, and covenant that: (i) you have the rights, authority, and any required permission and consent to enter into this agreement, (ii) you are a business, not a consumer, (iii) your use of BuzzPixels is solely for lawful business purposes, (iv) all information is free of viruses, Trojan horses, trap doors, backdoors, Easter eggs, logic bombs, worms, time bombs, cancelbots, and/or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any Netfactors system, data or information, (v) a click on your ad will not: cause damage to a user's computer, download a software application(s), change a user's settings, or create a series of multiple, sequential, stand-alone advertisements (including by pop-up window or pop-under window), (vi) you adverts, ad content (including products and services referenced therein), the website(s) to which your adverts link, all emails, newsletters, and other materials and technology in connection therewith, any tools or code you use or make available in connection with BuzzPixels, and/or any act or omission by you relating to BuzzPixels or the Netfactors: (1) do not violate any applicable law, statute, directive, ordinance, treaty, contract, or regulation, or Netfactors policies or guidelines (collectively, "laws"), (2) do not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person or entity, (3) do not breach any duty toward, or rights of, any person or entity, including rights of publicity and/or privacy, (4) are not false, deceptive, misleading, unethical, defamatory, libellous, or threatening, and (5) do not (as determined by Netfactors) reflect poorly on or tarnish the reputation or goodwill of Netfactors and BuzzPixels, (vii) you will not reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of BuzzPixels, or any aspect or portion thereof, or confidential information, including source code or algorithms, (viii) you will not alter or remove any identification, trademark, copyright, or other notice from any aspect of BuzzPixels, (ix) you will comply with any trade sanction, or import or export regulation that applies to your use of BuzzPixels and agree to obtain all necessary licenses to use, export, re-export, or import BuzzPixels as applicable, and (x) you will not provide access to BuzzPixels, except to authorised users or employees, who are bound in writing by use and confidentiality restrictions which are no less protective of Netfactors than those contained in this agreement.

Indemnification

You agree to indemnify, defend, and hold harmless Netfactors from all claims, whether actual or alleged (collectively, "claims"), that arise out of or in connection with your information and/or adverts, your or authorised users' use of BuzzPixels, or your or authorised users' breach of this agreement. You agree to be solely responsible for defending any claim against Netfactors, subject to Netfactors' right to participate with counsel of its own choosing, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, resulting from all claims against Netfactors, provided that you will not agree to any settlement that imposes any obligation or liability on Netfactors without its prior express written consent.

Warranty Disclaimer

You expressly agree that BuzzPixels is provided on an "as is" and "as available" basis, without warranty, representation, condition, or guarantee of any kind, express or implied, and that your use thereof is at your own risk. Netfactors hereby disclaims any and all warranties, representations, conditions, or guarantees, including any warranties or conditions of title, merchantability, merchantable quality, service quality, non-infringement, and fitness for a particular purpose.

Limitation of Liability

To the maximum extent permitted by applicable law, any liability of Netfactors in connection with this agreement, under any cause of action or theory, shall be strictly limited to the lesser of the amount already paid by you to Netfactors pursuant to this agreement in the six-month period prior to the event giving rise to the claim and US$ 1,000.

In no event shall Netfactors be liable for any indirect, special, incidental, consequential, punitive, or exemplary damages arising out of, or in connection with, this agreement. You agree that you will not hold Netfactors responsible for the selection or retention of, or any acts, errors, or omissions by, any third party in connection with this agreement, including with respect to clicks by any third party on your adverts, regardless of the intent of such third party.

Termination

At any time, for any or no reason, you or Netfactors may terminate this agreement and/or your participation in BuzzPixels, at which point Netfactors may deactivate your account and your adverts. Netfactors shall not have any liability regarding the foregoing decisions.

Choice of Law

The terms of this agreement and any dispute relating thereto or between you and Netfactors shall be governed by English law and litigation must be brought in court in London, England without regard to its conflict of law provisions.

Other

This agreement constitutes the entire agreement and understanding between you and Netfactors regarding the subject matter contained herein and supersedes all proposals, representations, claims, and communications in all forms of media (including all instructions, advertisements, messages, and policies), written and oral, regarding the subject matter contained herein.

No terms or conditions other than those set forth in the BuzzPixels Advertising Terms of Service, the BuzzPixels Website Terms of Use shall be binding on Netfactors unless expressly agreed to in writing by Netfactors. In the event of a conflict between the BuzzPixels Advertising Terms of Service or BuzzPixels Website Terms of Use, the conflict shall be resolved according to the following order of precedence: (1) BuzzPixels Website Terms of Use, (2) BuzzPixels Advertising Terms of Service.

Only a written instrument specifically waiving compliance that is executed by whichever of you or Netfactors is entitled to waive such compliance may waive any term(s) and/or condition(s) of this agreement. No waiver by you or Netfactors of a breach of any provision hereof shall be deemed a waiver of any other breach of such provision or a waiver of the provision itself. If any provision of this agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this agreement, and the invalid or unenforceable provision shall be replaced by a valid provision that has a similar economic effect.

Netfactors shall have no liability under this agreement by reason of any failure or delay in the performance of Netfactors' obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond Netfactors' reasonable control. You and Netfactors are independent contractors and nothing in this agreement shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between you and Netfactors.

Except as otherwise set forth in this agreement, neither you nor Netfactors shall have any right, power, or authority to create any obligation or responsibility on behalf of the other and this agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party.

You may not assign, sublicense, or transfer this agreement or any right or duty under this agreement. Any assignment, transfer, or attempted assignment or transfer shall be void and of no force or effect. Netfactors and its subsequent assignees may assign, delegate, sublicense, or otherwise transfer from time to time this agreement, or the rights or obligations hereunder, in whole or in part, to any person or entity such as to Netfactors' affiliate(s). BuzzPixels is proprietary to Netfactors and is protected by the applicable international intellectual property laws and Netfactors retains all rights, title, and interests in BuzzPixels, together with all derivative works, modifications, enhancements, and upgrades, but excluding your information.

Any rights not expressly granted in this agreement are reserved by Netfactors, and all implied licenses are disclaimed. Headings used in this agreement are for reference purposes only. The term "including" is a term of enlargement meaning "including without limitation" and does not denote exclusivity.

Netfactors may change this agreement at any time, by posting such on BuzzPixels or by email, and such revised agreement shall supersede and replace the earlier agreement. Any use by you or authorised users of BuzzPixels after such notice shall be deemed to be acceptance by you of the revised agreement. You understand and agree that services and obligations to be performed by Netfactors hereunder may be performed by third-party service providers.

Electronic Signatures Effective

If this agreement is an electronic contract, then this section applies in order to set out the legally binding terms of your use of BuzzPixels. You accept this agreement and the terms, conditions, and notices contained or referenced herein by indicating such through a tick-box provided as part of the account sign-up form. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. When you indicate your acceptance in this way, you also consent to having this agreement provided to you in electronic form.

You have the right to receive this agreement in non-electronic form and may request a non-electronic copy of this agreement before or after you electronically sign this agreement by submitting a request to Netfactors by email or by using the BuzzPixels online contact form.

You also have the right, at any time, to withdraw your consent to have this agreement provided to you in electronic form by submitting a request to Netfactors by email or by using the BuzzPixels online contact form. Should you choose to withdraw your consent to have this agreement provided to you in electronic form, Netfactors will temporarily suspend your BuzzPixels account until it receives a signed copy of a non-electronic version of this agreement.

Your withdrawal of consent shall be effective within a reasonable time after your withdrawal request has been received. Prior to such effective date, this agreement electronically signed by and provided to you will remain legally valid and enforceable.

In order to access and retain the electronic agreement, you must have access to the Internet, either directly or through devices that access web-based content, and pay any charges associated with such access. In addition, you must use all equipment necessary to make such connection to the Internet (e.g., a computer and modem or other access device). Please print a copy of this agreement for your records.