Nurse Mother Caregiver Advertising Policy
You, as “Advertiser”, selected the services described in the check-out form (“Check Out Form”), subject to your compliance with these Advertising Terms. The Check Out Form sets forth the Ad Selection being purchased, applicable fees, the date the Ad Program starts (“Service Start Date”), special promotions, the duration of the advertising commitment (“Commitment Period”), amongst other relevant information. Each Check Out Form is governed by and incorporated into these Advertising Terms. There’s No Place Like Homecare, Inc. may at any time replace the features associated with any Ad Program with features of substantially similar value.
By agreeing to these Advertising Terms, you represent and warrant that you have full legal power and authority to enter into these Advertising Terms, perform the obligations hereunder, and authorize the fee payments set forth in the Checkout Form(s).
1. Ad Services.
The “Ad Service” causes advertisements for your business to be displayed on Nurse Mother Caregiver’s Website (the “Website”), as further described in the Checkout Form. Advertisers are not guaranteed any number of ad impressions or contact.
If the Checkout Form includes the creation of a customized Ad for you, it may take up to 30 days for such Ad to be created by our team. You are responsible for providing all of the Ad’s content and be aware that the colors of the Ad may differ from the color of your logo or those you requested.
2. Fees and Payment.
You agree to pay the fees for Ad Services as specified on your Checkout Form. You are also responsible for any additional taxes and government charges, if any. Unpaid amounts or errors may be billed by Nurse Mother Caregiver on subsequent dates. If your payment method fails or your account is past due, Nurse Mother Caregiver may collect past due amounts using other collection mechanisms, and you agree to pay all expenses associated with such collection, including reasonable attorneys' fees.
The initial term of the Ad Service is 13 months beginning on your billing start date determined by Nurse Mother Caregiver. This Ad Service will automatically renew for additional successive 12-month terms unless You give Nurse Mother Caregiver notice of your intent not to renew 30 days before the end of the initial term or any renewal term.
IF ADVERTISER PROVIDES NURSE MOTHER CAREGIVER WITH CREDIT CARD, DEBIT CARD, OR BANK ACCOUNT INFORMATION, ADVERTISER AUTHORIZES NURSE MOTHER CAREGIVER TO USE SUCH PAYMENT INFORMATION TO AUTOMATICALLY CHARGE ADVERTISER ON A RECURRING BASIS TO COLLECT ALL FEES DUE HEREUNDER. ADVERTISER REPRESENTS THAT HE OR SHE IS AUTHORIZED TO INCUR CHARGES AGAINST THE PAYMENT CARD USED TO PURCHASE AD SELECTION. THE FORM OF PAYMENT CANNOT BE CHANGED OR ALTERED UNLESS ALL AMOUNTS DUE UNDER THE TERMS HAVE BEEN PAID IN FULL OR OTHERWISE AGREED TO BY THE PARTIES IN WRITING.
NURSE MOTHER CAREGIVER WILL UPDATE ADVERTISER’S PAYMENT CARD INFORMATION IF NURSE MOTHER CAREGIVER IS NOTIFIED BY ADVERTISER’S BANK OR CREDIT CARD PROVIDER THAT THE PAYMENT CARD INFORMATION HAS CHANGED OR HAS BEEN UPDATED.
3. Representation and Warranties.
Each party represents and warrants to the other that it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was organized; all contact and entity information is complete, correct and current, and the execution and delivery of the Advertising Terms, and the performance of the transactions contemplated hereby, are within its corporate powers, and have been duly authorized by all necessary corporate action.
Advertiser further represents and warrants to Nurse Mother Caregiver that Advertiser will not, and will not authorize or induce any other party, to: (i) use any automated means or form of scraping or data extraction to access, query or otherwise collect Nurse Mother Caregiver content and reviews from the Website, except as expressly permitted by Nurse Mother Caregiver or (ii) use any Nurse Mother Caregiver trademarks in any manner without Nurse Mother Caregiver’s prior written consent. All rights not expressly granted to Advertiser hereunder are reserved by Nurse Mother Caregiver.
4. Term and Termination.
The Advertising Terms begin once you sign up via the web-based Checkout Form by clicking the Purchase button or a similar button that indicates your intention to purchase the Ad Services for a term of 13 months which shall automatically renew unless terminated earlier as provided herein.
This Ad Service will automatically renew for additional successive 12-month terms unless you give Nurse Mother Caregiver notice of your intent not to renew 30 days before the end of the initial term or any renewal term.
You may terminate the Ad Services at any time without refund by providing written notice via email to your account representative.
Nurse Mother Caregiver may terminate any Check Out Form or these Advertising Terms (which also terminates any and all underlying Check Out Forms) at any time for any or no reason without liability, effective immediately, by providing written notice to Advertiser. In the event of such termination, Advertiser will immediately pay all unpaid fees incurred through the date of termination.
If a subsequent Check Out Form is executed between the parties, then the older Check Out Form shall terminate on the most recent Check Out Form’s Service Start Date in order to prevent having two (2) or more Check Out Forms effective at the same time, unless the parties agree otherwise.
5. NURSE MOTHER CAREGIVER’S DISCLAIMER OF WARRANTIES.
ADVERTISER ACKNOWLEDGES AND AGREES THAT AD SELECTION IS PROVIDED TO ADVERTISER ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. NURSE MOTHER CAREGIVER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE AD SELECTION AND EXPRESSLY DISCLAIMS THE WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, NURSE MOTHER CAREGIVER SPECIFICALLY DISCLAIMS ALL WARRANTIES AND GUARANTEES REGARDING (I) THE PERFORMANCE, QUALITY AND RESULTS OF THE AD SELECTION, INCLUDING AD CLICK RATES, CONVERSIONS AND (II) THE ACCURACY OF THE INFORMATION AND METRICS THAT NURSE MOTHER CAREGIVER PROVIDES IN CONNECTION WITH THE WEBSITE OR AD SELECTION (E.G., TRAFFIC, VIEWS, VISITORS, USERS, DEMOGRAPHICS, AND BEHAVIORAL INFORMATION ABOUT VISITORS AND USERS).
NURSE MOTHER CAREGIVER SHALL NOT BE LIABLE FOR NON-PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL.
6. Limitations of Liability.
A. FOR ALL CLAIMS ARISING FROM, RELATED TO, OR IN CONNECTION WITH A CHECK-OUT FORM, AD SELECTION, OR THE ADVERTISING TERMS, NURSE MOTHER CAREGIVER’S (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES) MAXIMUM AGGREGATE LIABILITY AND ADVERTISER’S EXCLUSIVE AGGREGATE REMEDY IS THE TOTAL FEES PAYABLE TO NURSE MOTHER CAREGIVER HEREUNDER DURING THE SPECIFIED COMMITMENT PERIOD EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
B. NEITHER PARTY NOR ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS) ARISING FROM, RELATED TO, OR IN CONNECTION WITH A CHECK-OUT FORM, THE AD SELECTION, THE WEBSITE, OR THESE PROMOTIONAL TERMS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE LIABILITY ARISES OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY.
Advertiser will indemnify, defend, and hold Nurse Mother Caregiver and its officers, directors, agents, affiliates, and employees harmless from and against any and all third party claims, actions, losses, damages, liabilities, costs, and expenses (including but not limited to attorneys’ fees and court costs) (collectively a “Third Party Claim”) arising out of or in connection with (i) the Advertising Materials, Advertiser Instructions, or Advertiser’s use of Ad Selection, (ii) any breach of representations or warranties provided under these Advertising Terms by Advertiser, (iii) any Promotion, including any claims for any violation by the Promotion of any applicable law, rule or regulation, or (iv) Advertiser’s products or services or the provision thereof to end users. Nurse Mother Caregiver will notify Advertiser promptly of any Third Party Claim for which it seeks indemnification and will permit Advertiser to control the defense of such Third Party Claim with counsel chosen by Advertiser; provided, that Advertiser will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of Nurse Mother Caregiver without Nurse Mother Caregiver’s prior written consent.
8. Choice of Law and Arbitration.
A. Any claim, controversy, cause of action or dispute that might arise between Advertiser and Nurse Mother Caregiver ("Claim") will be exclusively governed by laws of the United States of America and the State of New York consistent with the Federal Arbitration Act without regard to conflict of law provisions or giving effect to any principles that may provide for the application of the laws of another jurisdiction. Advertiser agrees that any subpoena, third-party discovery request, or other third-party process directed to Nurse Mother Caregiver must issue from, or be domesticated by, the state or federal courts located within New York, New York.
B. All Claims must be exclusively and finally resolved and settled by final and binding arbitration administered by and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) before a single arbitrator who is a member of the AAA. Arbitrations will be held in New York, New York, but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitrator will issue a ruling in writing, and will detail all findings of fact and law upon which the ruling was made. The arbitrator will not have the power to commit errors of law or legal reasoning, and the ruling may be vacated or corrected on appeal to a court of competent jurisdiction for such errors. The arbitrator’s ruling will otherwise be final and binding on all parties, and may be entered in any court of competent jurisdiction. NOTWITHSTANDING THE FOREGOING, FOR ANY CLAIM THAT IS NOT SUBJECT TO ARBITRATION, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN NEW YORK, NEW YORK, WHICH IS THE PLACE OF PERFORMANCE OF THIS AGREEMENT.
C. ADVERTISER AND NURSE MOTHER CAREGIVER AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH ADVERTISER AND NURSE MOTHER CAREGIVER AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
A. The Advertising Terms embodies the entire and exclusive agreement between the parties respecting the subject matter herein, and supersedes any and all prior related oral, emailed or written representations and agreements between the parties. No statements or promises by either party have been relied upon in entering into the Advertising Terms, except as expressly set forth herein. Each party shall not disclose the terms or conditions of the Advertising Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation.