Grace Manufacturing, Inc.
Grace Manufacturing, Inc.
Ad Posting Agreement
This Ad Posting Agreement ('Agreement') is by and between Grace Manufacturing,
Inc. ('Grace'), an Indiana Corporation, and You, your heirs, assigns, agents
and contractors ('You') and is effective upon electronic execution. This
Agreement sets forth the terms and conditions of Your use of Grace’s Ad Posting
('Ad posting') services and represents the entire agreement between You and
Grace. By using Grace’s Ad posting services, You acknowledge that You have
read, understand and agree to be bound by all the terms and conditions of this
Agreement, along with any new, different or additional terms, conditions or
policies which Grace may occasionally establish. You may view the latest
version of this Agreement at any time by accessing:
http://www.hardwaresources.net/agreement.htm
1. FEES
Ads posted using text and/or graphics are FREE OF COST TO YOU.
You agree that You will be responsible for notifying Grace should You desire to
terminate Your use of Grace’s Ad Posting services. In the
absence of notification from You, Grace will automatically continue Ad Posting
services indefinitely. In the event You terminate, moving your Ad Posting off
of the Grace hosting servers is Your responsibility. Grace will not transfer your
Ad Posting to another provider.
2. TERM OF AGREEMENT; MODIFICATIONS
The term of this agreement shall continue in full force and effect as long as
Grace is providing Ad Posting services to You.
You agree that Grace may occasionally modify this Agreement. Grace may
also discontinue services it provides under this Agreement. You agree to be
bound by any changes Grace may reasonably make to this Agreement when such
changes become effective.
3. DESCRIPTION OF SERVICE
Grace currently provides Ad Posting services to you free of charge.
Grace will host Your Ad Posting on Grace’s Ad Posting servers, provided,
however, You abide by the terms and conditions set forth herein and in each of
Grace’s policies and procedures.
You are responsible for ensuring that Your Ad Posting conforms to all local,
state, federal, and international laws. Further, You are responsible for
ensuring the legal copyright to any images, text, or other Ad Posting elements
that are not provided by Grace.
We suggest You use JPG images. However, If Your Ad Posting includes GIF images,
You must ensure that Your GIF images are licensed with Unisys or were created
with Unisys Authorized Software.
4. YOUR OBLIGATIONS
You agree that You have provided accurate, current and complete information in
the application process and that You will notify Grace within five (5) business
days when any of the information You provided as part of the application and/or
registration process changes. Failure by You, for whatever reason, to respond
within five (5) business days to any inquiries made by Grace to determine the
validity of information provided by You, will constitute a material breach of
this Agreement.
If You provide any information that is inaccurate, not current, false,
misleading or incomplete, or if Grace has reasonable grounds to suspect that
Your information is inaccurate, not current, false, misleading or incomplete,
Grace has the absolute right, in its sole discretion, to terminate its Ad
Posting services.
You warrant that each application You make is being done so in good faith and
that You have no knowledge of it infringing upon or conflicting with the legal
rights of a third party or a third party's trademark or trade name. You also
warrant that the Ad Posting being hosted by Grace will not be used in
connection with any illegal or immoral activity.
6. GRACE’S RIGHTS
Grace explicitly reserves the right and sole discretion to: (a)Censor any Ad
Posting hosted on its Ad Posting servers that, in Grace’s sole discretion, is
deemed inappropriate; (b)Review every Ad Posting account for excessive space
and bandwidth utilization and to terminate any account that exceed allowed levels;
(c)Terminate Your Ad Posting service for unsolicited, commercial e-mailing
(i.e., SPAM); illegal access to other computers or networks (i.e.,hacking);
distribution of Internet viruses or similar destructive activities; and other
activities whether lawful or unlawful that Grace determines to be harmful to its
other interests, operations, or reputation; (d)Terminate Your Ad Posting service
if the contents of Your Ad Posting result in, or are the subject of, legal action
or threatened legal action, against Grace or any of its affiliates or partners,
without consideration for whether such legal action or threatened legal
action is eventually determined to be with or without merit.
You agree to indemnify and hold harmless Grace for any complications arising
out of Your use of Grace’s Ad Posting services, including actions Grace chooses
to take to remedy Your improper or illegal use of an Ad Posting hosted by
Grace. You agree You will not be entitled to any awards by any legal body or any judge
if, for any reason, Grace takes corrective action with respect to your improper
illegal or immoral use of its Ad Posting services.
7. DISPUTE RESOLUTION POLICY
You agree to be bound by Grace’s current Dispute Resolution Policy.
You agree that if a dispute arises as a result of one or more Ad Postings Grace
is hosting for You, You will indemnify, defend and hold Grace harmless for
damages arising out of such dispute. You also agree that if Grace is notified
that a complaint has been filed with a governmental, administrative or judicial
body, regarding a Ad Posting hosted by Grace, that Grace, in its sole
discretion, may take whatever action Grace deems necessary regarding further
modification, assignment of and/or control of the Ad Posting to comply with the
actions or requirements of the governmental, administrative or judicial body
until such time as the dispute is settled
10. LIMITATION OF LIABILITY
You agree that Grace's entire liability to You under this Agreement, and Your
only remedy, in connection with any service provided by Grace to You under this
Agreement, and for any breach of this Agreement by Grace, shall be limited to
timely correction of your posted ad. In no event shall Grace be liable to You for
any consequential, special incidental or indirect damages of any kind arising out of
the Ad Posting services even if Grace has been advised of the possibility of
such damages. In no event will Grace's aggregate liability for any claim, whether
in contract, tort, or any other theory of liability, exceed the requirement of
Grace to make your requested changes to your Ad.
11. INDEMNITY
You agree to release, defend, indemnify and hold harmless Grace and its
contractors, agents, employees, offices, directors, shareholders and affiliates
from and against any losses, damages or costs, including reasonable attorney's
fees, resulting from any claim, action, proceeding, suit or demand arising out
of or related in any way to Your account with Grace and/or Your use of the Ad
Posting services provided by Grace.
13. DISCLAIMER OF WARRANTIES.
GRACE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
14. SEVERABILITY
You agree that the terms of this Agreement are severable. If any part of this
Agreement is determined to be unenforceable or invalid, that part of the
agreement will be interpreted in accordance with applicable law as closely as
possible, in line with the original intention of both parties to the Agreement.
The remaining terms and conditions of the Agreement will remain in full force
and effect.
15. VENUE; WAIVER OF TRIAL BY JURY
THIS AGREEMENT SHALL BE DEEMED ENTERED INTO IN THE STATE OF INDIANA. THE LAWS
AND JUDICIAL DECISIONS OF KOSCIOSKO COUNTY, INDIANA, SHALL BE USED TO DETERMINE
THE VALIDITY, CONSTRUCTION, INTERPRETATION AND LEGAL EFFECT OF THIS AGREEMENT.
YOU AGREE THAT ANY ACTION RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE
BROUGHT IN THE COURTS OF KOSCIUSKO COUNTY, INDIANA.
YOU AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEDING THAT TAKES PLACE
RELATING TO OR ARISING OUT OF THIS AGREEMENT.
16. NOTICES
You agree that all notices (except for notices concerning breach of this
Agreement) from Grace to You may be posted on our Ad Posting. Notices
concerning breach will be sent either to the email or postal address You have
on file with Grace. In either case, delivery shall be deemed to have been made
five (5) days after the date sent.
Notices from You to Grace shall be sent via first class mail to our address shown below.
P.O. Box 856
Warsaw, Indiana 46581-0856