Effective Date: July 20, 2014

Terms

The following terms and conditions apply to the services provided by Sadiaa Ads DBA Bluagile.com (“Bluagile”), and constitute an agreement between the parties. The agreement (the “Agreement”) is entered into effect as of the date of execution noted on the Insertion Order (the “Order”), if one exists, between Sadiaa Ads, a Philippine company with its principle place of business at Gen. Luna St., Iloilo City and the party or parties requesting services from Bluagile listed on the order (the “Advertiser”). If no Insertion Order exists, then this Agreement is effective when the Advertiser selects “I have read and agree to the Terms and Conditions” on the Bluagile website.

Advertising Obligations

Bluagile’s sole obligation under this Agreement will be to use commercially reasonable efforts to deliver the display advertisements (“Creative”) in the manner specified in the Order unless otherwise specified. All Creative will be subject to Bluagile’s approval. Bluagile reserves the right to reject, discontinue, or omit any Creative or any part thereof for any reason. This right will not be deemed waived by acceptance or actual use of any Creative.The Advertiser grants Bluagile a non-exclusive, non-transferable, worldwide right to reproduce and publicly display the trademarks, trade names, service marks, and logos of Advertiser for purposes of advertising. Bluagile will not disclose any details of the campaign, including but not limited to: campaign budget, campaign type, campaign duration, campaign metrics, and results of any and all campaigns associated with the Advertiser without prior consent.

Payment and Refunds

All payments will be made in advance via Paypal, credit card via Paypal, or wire transfer, unless: (a) otherwise specified on the order; or (b) credit is approved under special circumstances. Upon approved credit, payment will be made within 30 days from date of invoice. In the event Advertiser pays with credit card, Advertiser expressly agrees that Advertiser will not charge back on such credit card account. Billing will recur monthly, or according to the billing period specified in the Order, until the end date specified in the Order. If no end date is specified, billing will recur until Advertiser terminates the campaign.

You can delete your account at any time by providing Bluagile with written notice that you wish to do so. Bluagile will refund the unused balance in your account (if any), minus an administrative fee of 15%, within 30 days.

Limitation of Liabilities

Under no circumstances will Bluagile be liable for any indirect, incidental, consequential, special or punitive damages of any kind or nature (even if such damages are foreseeable, and whether or not Advertiser had been advised of the possibility of such damages) arising from any aspect of this Agreement.
Notwithstanding any other provision of this Agreement, the liability of Bluagile will be limited to the total amount paid by Advertiser to Bluagile under this Agreement.

Bluagile will not be liable for delays in delivery and/or non-delivery in the event of an act of God, actions by any governmental or quasi-governmental entity, Internet failure, equipment failure, power outage, fire, earthquake, flood, insurrection, riot, act of terrorism, act of war, explosion, embargo, strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, or any condition beyond Bluagile’s control affecting production or delivery in any manner.

Indemnification

Advertiser will indemnify Bluagile and hold Bluagile harmless from and against any and all liability, loss, damage, claim and expense, including reasonable legal fees and expenses that may be incurred by Bluagile, arising out of or related to (a) Advertiser’s breach of any of the representations and warranties in this Agreement; (b) nonfulfillment of any obligation hereunder to be performed by Advertiser; or (c) infringement or alleged infringement of a third party’s intellectual property rights resulting from Bluagile’s performance of its duties or exercise of its rights under this Agreement.

Bluagile will promptly notify the Advertiser of any threat of a claim that Bluagile becomes aware of and that may give rise to a request for indemnification hereunder.

Warranties

Advertiser warrants that: (a) Advertiser has authorized the person who has executed this Agreement for Advertiser to execute and deliver this Agreement to Bluagile on behalf of Advertiser; and (b) information, if any, supplied to Bluagile by Advertiser for inclusion within the Creative will not be procured or produced inconsistently with U.S., foreign, or international law.

NEITHER BLUAGILE NOR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES OR SUPPLIERS MAKE ANY WARRANTIES EXPRESS, IMPLIED, STATUTORY OR IN ANY COMMUNICATION WITH ADVERTISER WITH RESPECT TO THIRD PARTY SOFTWARE, OR ANY PRODUCT, AND BLUAGILE.COM AND ITS PARENTS, SUBSIDIARIES, AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

Confidentiality – See Privacy Policy.

Termination and Breach

This Agreement will be for a term of 1 month. This Agreement will be extended in one month increments unless Advertiser sends notice within 5 days of Next Payment Date (defined as 30 days from when the Advertiser logs payment).

Bluagile retains the right to terminate this Agreement, in whole or in part, with or without cause, at any time.

Upon termination for any reason, Advertiser will remain liable for any amount due for services delivered by Bluagile and Advertiser’s obligation to pay will survive termination of this Agreement. Advertiser understands that the amount of time required to terminate a campaign is directly tied to settings found in their account and termination may take as long as 30 days from the date of notice. Advertiser will be responsible for any additional fees incurred during this period. Any cancellation notice will be based on the date the written notice was received by Bluagile.

Miscellaneous

Advertiser must not assign, license, sublicense, or otherwise transfer any rights or obligations under this Agreement without the prior written consent of Bluagile. Any such transfer will be void and without effect, and may constitute breach of this Agreement. Notwithstanding these provisions, rights and obligations under this Agreement may be transferred in the event that Advertiser is involved in a merger or an acquisition. Such transfer will only be effective if made to the surviving or acquiring company.

All notices, requests, demands and other communications required or permitted under this Agreement must be in writing and delivered to the other party.

Unless otherwise specified, this Agreement may only be modified, or any rights under it waived, by a written document executed by Bluagile and Advertiser.

This Agreement will be interpreted, construed and enforced in all respects in accordance with laws of the State of California, without regard to the state or country of incorporation or operations of Advertiser, or activity of either party in accordance with this Agreement. Advertiser hereby irrevocably consents to the exclusive jurisdiction of the courts of the Republic of the Philippines in connection with any dispute arising under this Agreement.

In the event that any provision of this Agreement is held by a court of law or other government agency to be void, voidable, or unenforceable, the remaining provisions will remain in full force and effect.

The Confidentiality, Warranties, Limitation of Liabilities. and Indemnification provisions will survive any termination or expiration of this Agreement.

This Agreement, in conjunction with the Order, sets forth the entire agreement between Advertiser and Bluagile and supersedes any and all prior and contemporaneous agreements (whether written or oral) of Bluagile and Advertiser with respect to the subject matter set forth.