Advertising Terms and Conditions

Please read the following Terms and Conditions prior to participating in any of our advertising program.

WHEREAS, Philippines.com.au operates various Internet sites (Collectively referred to as the "Site(s)"), for the purpose of providing certain business and community related information and/or services to users of the world wide web ("WWW" or "Web"); and WHEREAS, the parties desire to make various information regarding Company's products and services available to users of the Site(s) ("Users") by means of one or more banner ads, referred to in this Agreement as the "Advertisement".

NOW THEREFORE, the parties agree as follows:

1. COMPANY'S OBLIGATIONS

1.1 Insertion Order. Company shall complete the attached Insertion Order ("Advertisement"). Acceptance of Insertion Orders by Philippines.com.au is subject to space availability. Performance of this Agreement is subject to Philippines.com.au Acceptance which may be made by Philippines.com.au by e-mail or Philippines.com.au's signature on the Insertion Order.

2. Philippines.com.au's OBLIGATIONS

2.1 Philippines.com.au Site. Philippines.com.au, in its sole discretion, may modify the Site(s) from time to time, and will notify Company of any changes affecting the Company's Advertisement under this Agreement. Philippines.com.au shall use commercially reasonable efforts to maintain the Site including, but not limited to: (i) creative and technical functions, including hyperlinks originating from the Site; (ii) any User interface; and (iii) display of Company Advertisement. Philippines.com.au is not liable for delays in delivery in the event of an Act-of-God, action by any government entity, fire, flood, insurrection, riot, explosion, embargo, strike (whether legal or illegal), labor or material shortage, work slow-down or any condition beyond the control of Philippines.com.au.

2.2 Set-up of Services. Upon timely receipt of the Company information requested in Section 1, Philippines.com.au will complete the set-up of Advertisement(s) as outlined on the attached Insertion Order.

3. INTELLECTUAL PROPERTY AND MARKETING

3.1 Trademarks. Company hereby grants to Philippines.com.au the right to use its trademarks, service marks, and trade name(s) listed on the Insertion Order, if any (collectively, the "Marks"), solely in connection with the hyperlink and the promotion of the Site. All goodwill in a Mark shall inure to the benefit of Company.

3.2 Approval. Neither Company nor Philippines.com.au will make any public announcement or press release regarding this Agreement or any activities performed under this Agreement without the prior written consent of the other party.

4. FEES

The fees are set forth on each Advertising Order and fees are subject to change on any subsequent Order.

5. TERMINATION

Either party may terminate this Agreement if the other party is in material breach of any provision hereunder or such violation of law and such breach or violation is not cured within thirty (30) days after receiving written notice from the non-breaching party.

6. WARRANTIES AND INDEMNIFICATION

6.1 Representation and Warranty. Company is solely responsible for: (i) the Advertisement, (ii) the Company Web content and (iii) Company products and services. Company represents and warrants that Company has the necessary rights to permit the use of the Advertisement by Philippines.com.au for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of the Advertisement will not violate any laws or regulations or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity.

6.2 Indemnity. Company shall indemnify and hold Philippines.com.au harmless from and against any loss, cost, claim, liability, or expense (including without limitation reasonable attorneys' fees) arising out of or resulting from any breach or claimed breach of the above warranties and representations or from its performance hereunder. The obligation to indemnify is conditioned upon Philippines.com.au (i) providing Company prompt written notice of any such loss, cost, claim, liability, or expense or the threat of any such loss, cost, claim, liability or expense, (ii) providing Company reasonable cooperation and assistance in the defense or settlement of such claim, and (iii) Company having sole control over the defense or settlement of such claim.

7. LIMITATION OF LIABILITY

IN NO EVENT WILL PHILIPPINES.COM.AU'S LIABILITY TO COMPANY UNDER THIS AGREEMENT, OR OTHERWISE, EXCEED THE AMOUNTS PAID BY COMPANY TO Philippines.com.au HEREUNDER. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. MISCELLANEOUS

Company may not assign or transfer its rights or obligations under this Agreement, by contract or by operation of law, without the prior written consent of Philippines.com.au, except that Company may assign this Agreement to an affiliated entity or a third party in connection with a merger, acquisition, reorganization or the sale or transfer of all or substantially all of its assets to such third party. Any notice or communication under this Agreement shall be in writing and mailed by certified mail, postage prepaid, return receipt requested, or sent by overnight courier, charges prepaid, addressed to the parties indicated on the Insertion Order, and such notice shall be deemed to have been given the earlier of receipt or three days after it has been deposited in the mail. These Terms and Conditions may only be modified in writing and are not modified by any Purchase Order. If any provision of this Agreement is invalid under any applicable statute or rule of law, it shall be replaced with a valid provision that most nearly effects the parties' intent in entering into this Agreement and the remaining provisions of this Agreement shall in no way be affected or impaired. The relationship between the parties hereto shall be that of independent contractors. The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder. This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria without reference to its conflict of laws principles.