1) Terms of payment: Payments can be made by wire transfer, credit card or by invoice.

2) Advertisers paying by invoice will be invoiced on the first day of the contract period set forth on the insertion order. Payment shall be made in full to ProZ.com no later than thirty days after the "live" date of the advertiser's program, as specified in the insertion order. All payments to ProZ.com shall be made in US Dollars and shall be exclusive of any applicable tax, or V.A.T charges which shall be payable by the advertiser, where applicable. Amounts paid after the due date shall bear interest at the rate of 1.5% per month from the date when payment should have been paid until the date of actual payment. In the event of any failure by the advertiser to make payment, the advertiser will be responsible for all expenses (including legal fees) incurred by ProZ.com in collecting such amounts. In the event of late payment ProZ.com reserves the right to suspend the advertisers information posted on the website. In this event ProZ.com may post an "account suspended" notice in place of any company information supplied.

3) Acceptance of advertising is subject to space availability upon receipt of signed contract or insertion order by ProZ.com.

4) Advertisers Representations:

The advertiser warrants and represents ProZ.com that:

4.1) it has the right to publish the contents of the advertisement, without infringement of any rights of any third party including, without limitation, intellectual property rights;

4.2) it has complied with the codes of practice issued by the Internet Advertising Bureau in respect of electronic and on-line advertising and all other relevant industry codes of practice;

4.3) it will be fully responsible for the terms (including, without limitation, product description, price and compliance with all applicable laws and regulations) of any contract for the sale of goods or services to customers who have seen the advert displayed by ProZ.com.

The advertiser agrees to indemnify ProZ.com forthwith on demand and hold ProZ.com harmless against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by ProZ.com in connection with any claims, actual or threatened, of any kind (including, without limitation, breach of contract, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or misleading advertising or sales practices) arising from the advertisement and/or any material of the advertiser to which users can link through the advertisement and any other contract entered into for the purchase of the advertised goods or services.

The advertiser will defend or settle at its own expense any action or other proceedings brought against ProZ.com that relates to the advertisement and/or any material of the advertiser to which users can link through the advertisement. ProZ.com shall notify the advertiser promptly of any such claim and shall permit the advertiser to assume and control the defense of such action with Counsel chosen by the advertiser (who shall be reasonably acceptable to ProZ.com) and shall not enter into any settlement or compromise of any such claim without the advertiser's prior written consent. The advertiser shall pay any and all proper costs, damages and expenses (including but not limited to reasonable legal fees and costs) awarded against or incurred by ProZ.com in any such action or proceedings.

5.1) ProZ.com reserves the right to re-design parts of or the entire website and to re-position advertising and sponsorship accordingly without prior notice.

5.2) The practice of deep linking may be necessary, thus enabling visitors to by-pass your homepage to visit specific areas of your website directly.

5.3) Positioning of advertisements is at the sole discretion of ProZ.com except where a request for a specific preferred position is acknowledged by ProZ.com in writing. Material must be received by the agreed date, otherwise position may be lost, reduced or, in the case of directory listings or fixed position advertisements, the insertion term may be reduced.

6) ProZ.com may create an advertisement on behalf of the advertiser if materials are not received by the agreed deadline. Advertiser may incur a production fee of $100 per hour.

7) Cancellation Policy: Any campaign can be canceled without charge up to 30 days before the scheduled start date of the campaign. Non-banner advertisements, company profiles and directory listings (where available) can be canceled without charge up to 30 days before the scheduled start of the campaign. Cancellation damages of 50% of the advertising contract amount will be due and payable to ProZ.com by the advertiser if campaigns are canceled by the advertiser less than 30 days before the scheduled start date of the campaign. After a campaign has started all advertisements must run their contracted duration, but future placements may be canceled with 30 days written notice. If advertiser received discounted rate for duration of contract and cancellation occurs, advertiser will be charged the difference between discounted rate and open rate card for all advertising that ran prior to cancellation.

8) All contents of advertisements are subject to ProZ.com approval. ProZ.com reserves the right to reject or cancel any advertisement, insertion order, space reservation or position commitment at any time, or remove any advertisement from any website page controlled by ProZ.com, or reject any URL link embodied within any advertisement.

9.1) The agreed upon duration will begin from notification by ProZ.com.

9.2) The advertiser must notify ProZ.com as soon as is reasonable by email of any inaccuracy or changes that need to be made.

10) All insertion orders are accepted subject to provisions of the current rate card. Rates are subject to change upon notice from ProZ.com. In the event of a rate increase during the period of the insertion order, the advertiser will have the option to cancel the remaining period of the insertion order with one month's notice or as of the date of the rate increase, whichever period is shorter, without penalty or to continue the order at the revised rate. Page impression based campaigns are monitored and invoiced according to figures by ProZ.com.

11) Limitation of Liability. ProZ.com will not be liable, in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise out of or in connection with these terms and conditions for:

any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings); or any loss of goodwill or reputation; or any special or indirect or consequential losses; In any case whether or not such losses were within the contemplation of either party at the date on which the event giving rise to the loss occurred, suffered or incurred by a party arising out of or in connection with the provisions of any matter under these terms and conditions. In particular, and without limitation, the advertiser acknowledges that ProZ.com will not be liable for such losses whether arising from a failure to publish an advertisement, or from the inaccuracy of any data contained in any advertisements (whether such inaccuracy arises from any action, or failure to act, of the online publisher, the advertiser or a third party).

Subject to the above, the liability to ProZ.com in contract, tort, negligence, pre-contract or other representations or otherwise arising out of or in connection with these terms and conditions or the performance or observance of its obligations under these terms and conditions, and every applicable part of them shall be limited to the amendment of any inaccurate data in accordance with Section 9 above or in the event that the online publisher fails to electronically publish an advertisement, the advertiser's sole remedy and the online publisher's entire liability to the advertiser shall be limited at the online publisher's option to either a refund of the advertising fee or relevant portion thereof, or placement of the advertisement at a later time in a comparable position.

12) ProZ.com shall have the right to hold the advertiser or its agent liable for such monies as are due and payable to ProZ.com for advertising which the advertiser or its agent ordered and which advertising was published and displayed.

13) No conditions other than those set forth in the rate card shall be binding on ProZ.com unless specifically agreed to in writing by ProZ.com.

14) ProZ.com is not liable for delays in delivery and/or non-delivery in the event of any situation beyond the control of ProZ.com.

15) No conditions other than those set forth in the insertion order or this shall be binding unless expressly agreed to in writing. In the event of any inconsistency between the insertion order and this Agreement, this Agreement shall prevail.

16) Miscellaneous

These terms and conditions (as amended from time to time) together with any document expressly referred to in any of the terms, contains the entire agreement between the parties relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or verbal, between the parties in relation to such matters. No verbal explanation or verbal information given by any party shall alter the interpretation of these terms and conditions. Each party confirms that, in agreeing to these terms and conditions, it has not relied on any representation save insofar as the same has expressly been made a representation in these terms and conditions and agrees that it shall have no remedy in respect of any misrepresentation which has not become a term of these terms and conditions save that the agreement of each party contained in this.

The invalidity, illegality or unenforceability of any provision of these terms and conditions shall not affect or impact the continuation in force of the remainder of these terms and conditions.

Nothing in these terms and conditions shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.

Contractual Information:

- Signed Insertion orders must be delivered at least three business days prior to the start of an insertion term

- Banner adverts must be delivered at least three business days prior to the start of an insertion term

- All other advertising copy and material must be delivered at least three business days prior to the start of an insertion term

- All advertising requires a signed insertion order

- All programs start on weekdays (excluding bank holidays)

Websites with special offers and functionality integrated within pages managed by ProZ.com will incur an agreed upon monthly fee for site integration. If advertising services stop or are suspended then the customer will be required to make alternative arrangements for site integration components at their own expense.

17) Any and all disputes arising out of these Terms & conditions, or any agreement entered into with ProZ.com will be governed by the Jurisdiction of the state of New York.

Last updated: 07/2022

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