Terms and Conditions:
By submitting either an advertisement or ad banner to Visit Chiang Mai Online, you, the Advertiser or its agency (collectively “Advertiser”), agree, without limitation or qualification, to be bound by, and to comply with, these Terms and Conditions and any other posted guidelines or rules applicable to any individual Visit Chiang Mai Online Product or Service.
All such guidelines and rules are hereby incorporated by reference into the Terms and Conditions and shall govern the advertising order (the “Advertising Order”), superseding all terms therein except for those relating to advertisement scheduling and pricing.
Conditions and Restrictions on Use:
All Advertising Orders are subject to acceptance by Visit Chiang Mai Online Rates and the Standard Terms are subject to change without notice.
Visit Chiang Mai Online reserves the right to refuse or cancel any AdvertisingOrder, without cause, at any time. The Standard Terms and AdvertisingOrder shall be collectively known as the “Agreement.” Advertiser and its agency (if applicable) shall be jointly and severally responsible under this Agreement.
1.Term of Agreement: The term of this Agreement commences on the Placement Start Date set forth by the Visdit Chiang Mai Online and terminates Placement End Date.
2.Terms of Payment: The Advertiser must submit immediate payment in full via Paypal to Visit Chiang Mai Online for one calender years subscription for the advertising required.This is done as soon as Visit Chiang Mai Online confirm acceptance of the advert text and is done by clicking the relevant Paypal button on the main “Advertise With Us” page.
All payment amounts in this Agreement are in U.S. dollars and are inclusive of any Thailand applicable taxes & charges.
3.Positioning: Exact website page advertising location will be agreed with the advertiser prior to the advertiser making payment, IF however another advertiser confirms & makes payment prior to payment receipt from the initial advertiser, we reserve the right to offer an alternative location to the initial advertiser.
4.Renewal: Except as expressly set forth in the Advertising Order, any renewal of the Advertising Order and acceptance of any additionaladvertising order shall be at Visit Chiang Mai Online’s sole discretion.
Pricing for any renewal period is subject to frequent change by and is solely at Visit Chiang Mai Online’s discretion.
5.No Assignment or Resale of Ad Space: The advertiser may not resell, assign, or transfer any of its rights hereunder. Any attempt by the advertiser to resell, assign or transfer such rights shall result in immediate and automatic termination of this Agreement, without liability to Visit Chiang Mai Online.
6.Provision of Advertising Materials: (a) Advertiser will provide all materials for the advertisement in accordance with Visit Chiang Mai Online’s policies in effect at the time, including without limitation the manner of transmission to Visit Chiang Mai Online and the lead-time prior to publication of the advertisement.
Visit Chiang Mai Online shall not be required to publish any advertisement that is not received in accordance with such. All changes to advertisement placements must be made in writing to [email protected] and prior to the lead-time deadline.
7.Statistics: Visit Chiang Mai Online makes no guarantee with respect to usage statistics or levels of impressions or click-throughs for any advertisement.
8.Right to Reject Advertisement: All contents of advertisements are subject to Visit Chiang Mai Online’s approval.
Visit Chiang Mai Online reserves the right to reject or cancel any advertisement, Advertising Order, URL link, space reservation or position commitment, at any time, for any reason whatsoever (including belief by Visit Chiang Mai Online that any placement thereof may degrade the graphic quality of the Visit Chiang Mai Online website or may subject Visit Chiang Mai Online to criminal or civil liability).
9.No Warranty: Visit Chiang Mai Online MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE.
10.Limitations of Liability: In the event that Visit Chiang Mai Online fails to publish an advertisement in accordance with the schedule provided in theAdvertising Order, or in the event that Visit Chiang Mai Online fails to deliver the full time period of the Advertising Order (if any), or in the event of any other failure, technical or otherwise of such advertisement to appear as provided in the Advertising Order, the sole liability of Visit Chiang Mai Online and exclusive remedy of Advertiser shall be limited to placement of the advertisement at a later time in a comparable position until the totaladvertising time is delivered.
In no event shall Visit Chiang Mai Online be liable for any act or omission, or any event directly or indirectly resulting from any act or omission, of Third Parties (if any). IN NO EVENT SHALL Visit Chiang Mai Online BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF Visit Chiang Mai Online HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOT-WITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Visit Chiang Mai Online’s AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY Visit Chiang Mai Online FROM ADVERTISER FOR THE ADVERTISING ORDER GIVING RISE TO THE CLAIM.
Without limiting the foregoing, Visit Chiang Mai Online shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, or any other condition affecting production or delivery in any manner beyond the control of Visit Chiang Mai Online.
Advertiser acknowledges that Visit Chiang Mai Online has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.
11.Advertiser’s Representations; Indemnification: Advertiser represents and warrants to Visit Chiang Mai Online, and Third Parties (if any), that Advertiser holds all necessary rights to permit the use of the advertisement by Visit Chiang Online for the purpose of this Agreement; and that the use, reproduction, distribution, transmission or display of advertisement, any data regarding users, and any material to which users can link, or any products or services made available to users, through the advertisement will not (a) violate any criminal laws or any rights of any third parties or (b) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law. Advertiser agrees to indemnify, defend and hold Visit Chiang Mai Online and Third Parties (if any) harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to (i) breach of any of the foregoing representations and warranties, or (ii) any third-party claim arising from use of or access to the advertisement under this Agreement or any material to which users can link, or any products or services made available to users, through the advertisement under this Agreement.
12.Cancellations: Except as otherwise provided in the Advertising Order, the Advertising Order is non-cancelable by the Advertiser. If the Advertiser cancels the Advertising Order, in whole or in part, Advertiser agrees to pay the full amount detailed in the Advertising Order and any additional early cancellation charges.
13.Construction: No term or condition other than those set forth in the Standard Terms or in the Advertising Order relating to advertisement scheduling and pricing shall be binding on Visit Chiang Mai Online unless in a writing signed by duly authorized representatives of the parties. In the event of any inconsistency between the Advertising Order and the Standard Terms, the Standard Terms shall control.
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof, and all past courses of dealing or industry custom.
The terms and conditions hereof shall prevail exclusively over any written instrument submitted by Advertiser, including Advertiser’s Advertising Order, and Advertiser hereby disclaims any terms therein, except for terms therein relating to advertisement scheduling and pricing.
14.Termination; Effect of Termination: In the event of a material breach by Advertiser, Visit Chiang Mai Online may terminate this Agreement immediately without notice or cure period, without liability to Visit Chiang Mai Online.
In the event of any termination, Advertiser shall remain liable for any amount due under an Advertising Order for advertisement delivered to Visit Chiang Mai Online 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.
16.Miscellaneous: This Agreement: (i) shall be governed by and construed in accordance with the laws of the Kingdom of Thailand.
This Agreement may be amended only by a writing executed by a duly authorized representative of each party. Advertiser shall make no public announcement regarding the existence or content of the Advertising Order without Visit Chiang Mai’s prior written approval, which approval shall not be unreasonably withheld.