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heyamigo.com website advertiser terms and conditions 

THESE TERMS AND CONDITIONS ("Terms") govern your use of heyamigo.com ("the Website") when you act as an Advertiser.  Please read these Terms and ensure that you have understood them.  If you do not agree to these Terms, please do not register as an Advertiser.

1.	Definitions

"Advertisement" means an advertisement submitted via the Website for inclusion in the Database;

"Advertiser" means anyone submitting an Advertisement;

"Charges" means the charges payable by an Advertiser for Clicks resulting from the appearance of an Advertisement in a Publication;

"Charges Cap" means the limit on the Charges that an Advertiser agrees to pay in a specified period selected on the Website;

"Click" means a click by a reader of a Publication on a hyperlink contained in an Advertisement where the link is routed via WebForza’s servers;

"Database" means the database of Advertisements and Search Terms made available to Publishers via the Website;

"Feedback" means feedback left by an Advertiser and/or Publisher regarding the counterparty to an Advertisement placement in a Publication;

 "Login" means any email address and password issued or accepted by WebForza from time to time which enables a User to have access to certain elements of the Website;

"Publication" means an electronic newsletter or other similar communication;

"Publisher" means a party producing a Publication;

"Purpose" means the making of Submissions to the Website;

"Search Terms" means the terms selected by an Advertiser using the Website to allow appropriate Publishers to find Advertisements that they may wish to include in a Publication;

"Submission" means any information submitted to WebForza by a User via the Website, including, but not limited to, Advertisements, Feedback, Search Terms and User details; 

"Use" means any use of the Website or information obtained from it, including, but not limited to, viewing information and registering or amending your Login or Submissions; 

"User" means any person who Uses the Website.
	
2.	WebForza 

2.1	The Website is owned and managed by WebForza ("WebForza").  All information supplied on the Website is managed by WebForza.

2.2	Webforza can be contacted by writing to Webforza Inc. at 120 Water St, N. Andover, MA 01845 or by email on support@heyamigo.com.

3.	The Website

3.1	By Using the Website, creating a Login or making any Submission you warrant that you have the right, authority and capacity to enter into and be bound by these Terms and that you agree to be bound by these Terms forthwith. If you are Using the Website on behalf of a business or other organisation you warrant that you have the authority to bind that organisation.

3.2	In the event that WebForza, in its sole discretion, considers that you are making any illegal and/or unauthorised Use of the Website, and/or your Use of the Website is in breach of these Terms, WebForza reserves the right to take any action that it deems necessary, including terminating without notice your Use of the Website and, in the case of illegal Use, instigating legal proceedings.

3.3	WebForza may suspend the Website for any reason whatsoever, including but not limited to, repairs, planned maintenance or upgrades, and shall not be liable to you for any such suspension.

3.4	WebForza reserves the right to make any changes to the Website or to discontinue any aspect or feature of the Website without notice.

4.	The Database

4.1	In consideration for you providing WebForza with valid credit card details and authorising WebForza to charge applicable Charges to such card, WebForza agrees, subject to the other provisions of these Terms, to make your Advertisement available to Publishers who have selected relevant Search Terms via the Database.

4.2	You acknowledge and agree that the content of the Database shall be made available to Publishers via the Website and that Publishers shall be able to select Advertisements to appear in their Publications that match some or all of the Search Terms that you have selected. 

4.3	You acknowledge that the inclusion of Advertisements on the Database does not guarantee any particular result or outcome or that the Advertisement will be selected by any Publishers.

4.4 	You may delete any or all of your Advertisements from the Database at any time via the Website, but you acknowledge that links to such deleted Advertisements may subsequently appear in Publications if an Advertisement has been selected to appear in such Publications prior to its deletion.  After an Advertisement has been deleted from the Database any Clicks will be diverted to a default web page. No Charges shall be payable in relation to such Clicks.

4.5	You may, with good reason and where it is practicable, request that an Advertisement be withdrawn from one or more Publications. If WebForza, in its sole discretion, determines that the reason for your request is reasonable, it shall use reasonable endeavours to procure the withdrawal of such Advertisement.

5.	The Charges

5.1	In the event that a Publisher elects to display an Advertisement that you have submitted, you agree that WebForza may charge the relevant Charges on the basis selected by you on the Website at the time the Advertisement is submitted to WebForza (subject to the relevant Charges Cap) to the credit card in relation to which you have supplied details.

5.2	WebForza will typically request payment of the Charges via the card provided on a monthly basis, but reserves the right to request payment of such Charges at any time after the Charges have been incurred.

5.3 	In the event that the credit card details that you have provided to WebForza become out of date or otherwise invalid, you agree immediately to provide WebForza with alternative card details to allow WebForza to charge the Charges directly to a credit card. Failure to provide such alternative details shall in no way affect your liability to pay the Charges relating to Clicks arising from the appearance of your Advertisements in any Publication and WebForza reserves the right to charge its reasonable expenses incurred in recovering such payments from you.

5.4	WebForza’s records of Clicks routed through its servers shall be the definitive basis on which Charges payable will be calculated. 

5.5 	For the avoidance of doubt, when the Charges Cap has been reached any further Clicks shall not be forwarded to the Advertiser until agreed otherwise between the parties.

6.	Term and Termination

6.1	These Terms shall remain in full force and effect while you are a User of the Website, are using any information obtained from your Use of the Website, while any of your Advertisements remain on the Database or for a period of six months after any Advertisement that you submit is last issued in a Publication.

6.2	WebForza may, at any time and for any reason, terminate these Terms with you, deny you access to the Website and delete any Login.

6.3	In the event of termination of these Terms for any reason, you must not attempt to Use the Website and you must immediately cease using and destroy all information obtained from your Use of the Website.  

6.4	In the event that you receive more than 3 instances of negative Feedback, WebForza shall have the right, at its own discretion, to terminate your Use of the Website without notice to you.

6.5	Clauses 4.4, 5, 6.3, 6.5, 7, 8, 10 and 11 inclusive shall survive termination of these Terms for any reason, and shall be valid and enforceable.

7.	Website Intellectual Property

7.1	WebForza owns or has a licence to use the intellectual property rights in the Website.  These Terms (or any part thereof) shall not be construed to convey title to or ownership of the Website or the data contained therein to any User.  All rights in and to the Website not expressly granted to User are expressly reserved by WebForza.

7.2	You are expressly prohibited from:

7.2.1	reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any part of the Website, other than as is reasonably required to Use the Website for the Purpose; and

7.2.2	removing, modifying, altering or using any registered or unregistered marks/logos used by WebForza, and doing anything which may be seen to take unfair advantage of the reputation and goodwill of WebForza or could be considered an infringement any of the intellectual property rights owned  by or licensed to WebForza,

without first obtaining the written permission of WebForza.

8.	Warranties and Liabilities

8.1	WebForza cannot guarantee and does not promise any specific results from Use of the Website, inclusion of an Advertisement in the Database, submission of any Submission or the appearance of any Advertisement in any Publication.  

8.2	To the maximum extent permitted by law, WebForza shall not be liable for any loss, injury or damage caused in whole or in part by use of the Website or the information provided therein, or by any failure, delay, interruption or otherwise of the provision of the Website or the information provided therein, or by WebForza’s failure to perform any of its obligations under these Terms.

8.3	In no event shall WebForza be liable for any special, indirect, incidental or consequential damages, including loss of profits and goodwill, business or business benefit. 

8.4	The information provided on the Website by WebForza is intended as information only and does not constitute advice.  Therefore, it must not be relied on to assist in making or refraining from making a decision, or to assist in deciding on a course of action.

8.5	Where the Website includes views, opinions, advice and recommendations, these views, opinions, advice and recommendations are not endorsed by WebForza and, to the maximum extent permitted by law, WebForza shall not be liable on account of the accuracy, defamatory nature, completeness, timeliness or otherwise of such views, opinions, advice and recommendations.

8.6	To the maximum extent permitted by law, WebForza expressly excludes all representations, warranties, obligations and liabilities in connection with the Website or other third party websites, and the information provided therein. 

8.7	You agree to indemnify WebForza against all liabilities, losses, damages, costs or expenses that it suffers as result of displaying your Submission or Submissions on the Website, use of an Advertisement by a Publisher or your failure, or the failure of any other person using your Login, to comply with any of these Terms.
8.8	You acknowledge that WebForza does not and cannot vet each and every Publication and Publisher that has access in the Database.

8.9 	Whilst WebForza has terms in place imposing restrictions and obligations on Publishers, WebForza will not be liable for any Publisher’s failure to comply with such terms.

9.	Data Protection and Privacy Policy 

9.1	WebForza is the data controller of your personal data submitted using the Website. WebForza is registered under the Data Protection Act 1998 (DPA) and complies with the DPA in all its dealings with your personal data.

9.2	WebForza reserves the right to gather information relating to Use of the Website.  By Using the Website you consent to collection and use of this information by WebForza.

9.3	Links to third party websites may appear on the Website.  Such third party websites are not the responsibility of WebForza and WebForza accepts no responsibility for the availability, suitability, reliability or content of such third party websites and does not necessarily endorse the views expressed within them.

10.	Your Submissions

10.1	You warrant and undertake that the content of any and all Submissions that you make shall be true and accurate at the time of submission to the Website. You further undertake that should any information previously submitted become incorrect or inaccurate that you shall promptly modify or delete any incorrect or inaccurate information. You further warrant and undertake that you will not make any Submissions that a reasonable person may consider to be potentially offensive or distasteful, including but not limited to, those types of Submissions set out in clause 10.3 below.

10.2	Making a Submission to WebForza does not guarantee that such Submission, or any part thereof, shall appear on the Website.

10.3	In the event that WebForza, in its sole discretion, considers that any Submission violates these Terms or is offensive or illegal or has the potential to violate the rights of other individuals, WebForza reserves the right to take any action that it deems necessary, including, but not limited to, deleting or destroying such Submission and, where relevant, removing it from the Website. Some examples of the types of Submission that WebForza considers to violate these Terms are any Submissions that promote racism, bigotry, hatred or physical harm of any kind against any group or individual; displays pornographic or sexually explicit material of any kind; promotes any conduct that is abusive, threatening, obscene, defamatory or libellous or promotes any illegal activities.

10.4	You warrant and represent that you own or are licensed to use the intellectual property rights in any Submissions that you make to WebForza.

10.5	You hereby grant to WebForza a non-exclusive, irrevocable licence to make your Submissions available to other Users of the Website.

11.	General

11.1	You may print and keep a copy of these Terms which form the entire agreement between you as an Advertiser and WebForza and supersede any other communications with respect to the Website.

11.2	These Terms may only be modified with the prior written consent of WebForza.  WebForza may alter or amend these Terms at any time, with immediate effect without notice by posting new terms on the Website.  By continuing to Use the Website after such alteration, you shall be deemed to have accepted any amendment to these Terms.

11.3	These Terms shall be governed by and construed in accordance with the laws of the State of Delaware and the parties hereby submit to the exclusive jurisdiction of the courts of the United States of America.

11.4	You shall comply with all foreign and local laws and regulations which apply to your Use of the Website in whatever country you are physically located, including without limitation, consumer law, export control laws and regulations.

11.5	If any provision of these Terms is declared void, illegal, or unenforceable, the remainder of these Terms shall be valid and enforceable to the extent permitted by applicable law.  In such event, the parties agree to use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by the applicable law, achieves the purposes intended under the invalid or unenforceable provision.

11.6	Any failure by any party to these Terms to enforce at any time any term or condition under these Terms shall not be considered a waiver of that party’s right thereafter to enforce each and every term and condition of these Terms.

11.7	Neither party shall be responsible for delays resulting from circumstances beyond the reasonable control of such party, provided that the nonperforming party uses reasonable efforts to avoid or remove such causes of non-performance and continues performance hereunder within a reasonable time after such causes are removed.

11.8	Nothing in these Terms shall give, directly or indirectly, any third party any enforceable benefit or any right of action against WebForza and such third parties shall not be entitled to enforce any term of these Terms against WebForza.
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