Terms & Conditions

These terms and conditions ("Standard Terms") shall be deemed incorporated by reference into any insertion order (the "Insertion Order") submitted by the Advertiser or its agency set forth in the Insertion Order (collectively, "Advertiser") and shall govern the Insertion Order, superseding all terms therein except for those relating to advertisement scheduling and pricing. All Insertion Orders are subject to acceptance by Ecorpnu Pty Ltd Rates and the Standard Terms are subject to change without notice. Ecorpnu Pty Ltd reserves the right to refuse or cancel any Insertion Order, without cause, at any time. The Standard Terms and Insertion Order 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 Acceptance Date set forth in the Insertion Order and terminates on the End Date set forth in the Insertion Order.

2. Terms of Payment. Advertiser, if advertising with Ecorpnu Pty for the first time, must submit a completed Ecorpnu Pty Ltd credit application. If no credit application is submitted or the request for credit is denied by Ecorpnu Pty Ltd (in its sole discretion), the Insertion Order must be paid in advance of the advertisement Start Date set forth in the Insertion Order. If Ecorpnu Pty Ltd approves the request for credit, Ecorpnu Pty Ltd. will invoice Advertiser as set forth in the Insertion Order. Payment as set forth in the Insertion Order shall be made to Ecorpnu Pty Ltd. ("Ecorpnu") within 10 days of the date of invoice. Amounts paid after such date shall bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) until paid in full. In the event of any failure by Advertiser to make payment, Advertiser will be responsible for all reasonable expenses (including attorneys' fees) incurred by Ecorpnu Pty Ltd. in collecting such amounts. All payments due hereunder are in U.S. dollars and are exclusive of any applicable taxes. Advertiser shall be responsible for all applicable taxes.

3. Positioning. Except as otherwise expressly provided in the Insertion Order, positioning of advertisements within the coeauction.com website or on any page is at the sole discretion of Ecorpnu.

4. Renewal. Except as expressly set forth in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional advertising order shall be at Ecorpnu's sole discretion. Pricing for any renewal period is subject to change by Ecorpnu. from time to time.

5. No Assignment or Resale of Ad Space. Advertiser may not resell, assign or transfer any of its rights hereunder. Any attempt by Advertiser to resell, assign or transfer such rights shall result in immediate and automatic termination of this Agreement, without liability to Ecorpnu..

6. Provision of Advertising Materials. (a) Advertiser will provide all materials for the advertisement in accordance with Ecorpnu's policies in effect from time to time, including without limitation the manner of transmission to Ecorpnu and the lead-time prior to publication of the advertisement. Ecorpnu, shall not be required to publish any advertisement that is not received in accordance with such policies and reserves the right, at Ecorpnu's sole discretion, to charge Advertiser, at the rate specified in the Insertion Order, for inventory held by Ecorpnu's pending receipt of acceptable materials from Advertiser which are past due, or publish in substitution any prior advertisement submitted by Advertiser until such time as Ecorpnu can reasonably begin publication of the advertisement set forth in the Insertion Order. All changes to advertisement must be made in writing to adops@coeauction.com and prior to the lead-time deadline. Advertiser hereby grants to Ecorpnu. a non-exclusive, worldwide, fully paid license to use, perform, reproduce, display, transmit and distribute the advertisement and all contents therein in accordance herewith.

7. Statistics. Unless specified in the Insertion Order Ecorpnu makes no guarantee with respect to usage statistics or levels of impressions for any advertisement. Advertiser acknowledges that delivery statistics provided by Ecorpnu are the official and definitive measurements of Ecorpnu.'s performance on any delivery obligations provided in the Insertion Order. No other measurements or usage statistics (including those of Advertiser or Third Parties) shall be accepted by Ecorpnu. or have any effect on this Agreement. An "impression" means each occurrence of a display of an advertisement.

8. Right to Reject Advertisement. All contents of advertisements are subject to Ecorpnu's approval. Ecorpnu reserves the right to reject or cancel any advertisement, Insertion Order, URL link, space reservation or position commitment, at any time, for any reason whatsoever (including belief by Ecorpnu that any placement thereof may subject Ecorpnu to criminal or civil liability).

9. No Warranty. ECORPNU 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 NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

10. Limitations of Liability. In the event that Ecorpnu fails to publish an advertisement in accordance with the schedule provided in the Insertion Order, or in the event that Ecorpnu fails to deliver the number of impressions specified in the Insertion Order (if any) by the End Date specified in the Insertion Order, or in the event of any other failure, technical or otherwise of such advertisement to appear as provided in the Insertion Order, the sole liability of Ecorpnu. and exclusive remedy of Advertiser shall be limited to, at Ecorpnu's sole discretion, placement of the advertisement at a later time in a comparable position, or extension of the End Date specified in the Insertion Order until the total impressions are delivered. In no event shall Ecorpnu. 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 ECORPNU. BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF ECORPNU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ECORPNU'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY ECORPNU FROM ADVERTISER FOR THE INSERTION ORDER GIVING RISE TO THE CLAIM. Without limiting the foregoing, Ecorpnu. 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 Ecorpnu.. Advertiser acknowledges that Ecorpnu 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 Ecorpnu, and Third Parties (if any), that Advertiser holds all necessary rights to permit the use of the advertisement by Ecorpnu 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 Ecorpnu 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 Insertion Order, the Insertion Order is non-cancelable by Advertiser. If Advertiser cancels the Insertion Order, in whole or in part, Advertiser agrees to pay any additional short rate charges.

13. Construction. No term or condition other than those set forth in the Standard Terms or in the Insertion Order relating to advertisement scheduling and pricing shall be binding on Ecorpnu unless in a writing signed by duly authorized representatives of the parties. In the event of any inconsistency between the Insertion 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 insertion order, and Advertiser hereby disclaims any terms therein, except for terms therein relating to advertisement scheduling and pricing.

14. Confidentiality. "Confidential Information" shall mean (i) advertisements, prior to publication, (ii) the Insertion Order and any Ecorpnu statistics which shall be deemed Ecorpnu. Confidential Information, and/or (iii) any information designated in writing, or identified orally at time of disclosure, by the disclosing party as "confidential" or "proprietary." During the term of this Agreement, and for a period of two years following any End Date, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. The foregoing restriction does not apply to information that: (i) has been independently developed by the receiving party without access to the other party's Confidential Information; (ii) has become publicly known through no breach of this Section 14 by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority.

15. Termination; Effect of Termination. In the event of a material breach by Advertiser, Ecorpnu may terminate this Agreement immediately without notice or cure period, without liability to Ecorpnu. In the event of any termination, Advertiser shall remain liable for any amount due under an Insertion Order for advertisement delivered by Ecorpnu 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. At the request of the disclosing party, the receiving party shall return all of the disclosing party's Confidential Information to the disclosing party.

16. Miscellaneous. This Agreement: (i) shall be governed by and construed in accordance with the laws of the State of California, without giving effect to principles of conflicts of law; and (ii) will not be governed by the United Nations Convention of Contracts for the International Sale of Goods. 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 Insertion Order without Ecorpnu's prior written approval, which approval shall not be unreasonably withheld. Any dispute hereunder will be negotiated in good faith between the parties within 45 days commencing upon written notice from one party to the other. Any notices under this Agreement shall be sent to the addresses set forth in the Insertion Order (or in a separate writing) by facsimile or nationally-recognized express delivery service and deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.