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ADVERTISING AGREEMENT

Last updated March 25, 2024

1. Introduction

The following Advertising Agreement is entered into by and between you and Wakr LLC ("Wakr," "we," "us," or "our").

The following Advertising Agreement, together with any documents we may jointly execute (collectively, the "Advertising Terms"), govern your access to and use of our advertising services (the "Advertising Services") as a registered seller.

Please read the Advertising Terms carefully before you start to use the Advertising Services. By using the Advertising Services,you accept and agree to be bound and abide by these Advertising Terms, our website Terms of Use, and our Privacy Policy, incorporated herein by reference.If you do not want to agree to these Advertising Terms including the agreements incorporated by reference herein, you must not access or use the Advertising Services.

2. Modification of Terms

We reserve the right to change or modify these Advertising Terms at any time and in our sole discretion. If we make changes to these Advertising Terms, we will provide notice of such changes, such as by updating the "Last Updated" date at the beginning of these Advertising Terms. If you have a current advertisement (a "Listing") with us, we will notify you by email. By continuing to use the Advertising Services at any point after such update, you confirm your acceptance of the revised Advertising Terms and all of the terms incorporated therein by reference. You should review these Advertising Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Advertising Services. If you do not agree to the revised Advertising Terms, you may not access or use the Advertising Services.

3. Account Registration

  • Eligible Users.The Services are intended for sellers with a legitimate intent to sell.
  • Account Registration.In order to use the Advertising Services, you will need to register for an account ("Account"). By registering for an Account, you (a "Registered Seller") agree to provide accurate, current, and complete Account information, and to maintain and promptly update your Account information as necessary.
  • Authority.By creating an Account, you represent and warrant that you have all requisite capacity, power, and authority to enter into, and perform your obligations under these Advertising Terms.
  • Account Security.You are responsible for the security of your Account. You accept all risks of unauthorized access to your Account and the information you provide. You agree to immediately notify us if you discover or otherwise suspect any breaches of security related to your Account or the Advertising Services, including unauthorized use of your password.
  • Additional Information.We may require you to provide additional information and documents at the request of any competent authority or in order to help us comply with applicable law, regulation, or policy.

4. Prohibited Uses

While using the Advertising Services, you will not:

  • post content or items in an inappropriate category or areas on the Advertising Services;
  • violate any laws, third party rights, or our policies;
  • use the Advertising Services if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from our Advertising Services;
  • fail to deliver goods or services purchased from you, unless the interested third party fails to meet the posted terms, or you cannot authenticate the interested third party's identity;
  • manipulate the price of any good or service or interfere with other user's Listings;
  • circumvent or manipulate our fee structure, the billing process, or fees owed to Wakr;
  • post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
  • transfer your Registered Seller account (including feedback) to another party without our consent;
  • distribute or post spam, chain letters, or pyramid schemes;
  • distribute viruses or any other technologies that may harm Wakr, or the interests or property of the users of Wakr's services;
  • copy, modify, or distribute content from Wakr's copyrights and trademarks; or
  • harvest or otherwise collect information about users, including e-mail addresses, without their consent.

Registered Seller represents and warrants that it shall comply with all U.S. and other applicable laws relating to economic or trade sanctions ("Sanctions Laws"), and not engage in any dealings or transactions in any country or region that is the subject or target of U.S. comprehensive economic sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan, Syria, and the Crimea region of Ukraine) or with any individual or entity designated on any restricted party list administered under any Sanctions Laws or under any export control laws of the United States, EU, or any relevant EU Member State ( "Export Control Laws"), including without limitation, the U.S. Department of the Treasury, Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List and the EU Consolidated List, or with any individual or entity that is in the aggregate, 50 percent or greater, owned or controlled by any such person, in each case, to the extent such dealings or transactions are in violation of Sanctions Laws or Export Control Laws. Wakr reserves the right to remove any Listings in violation of Sanctions Laws or Export Control Laws without providing a refund to the Registered Seller.

5. Use of Services

Our Advertising Services bring together Registered Sellers and interested third parties in connection with transactions involving merchandise and/or services ("Third Party Goods or Services"). Registered Sellers provide all information about Third Party Goods or Services. Wakr does not provide any information nor does Wakr have any obligation to confirm the accuracy of any information. The price and any terms of the transaction remain subject to direct negotiation between the parties to the transaction.

Though we hope that all who use our Advertising Services act honorably and treat each other fairly, we cannot guarantee that any payment from an interest third party for any Third Party Goods or Services is valid. We encourage our Registered Sellers to use the same common sense and good judgment used in offering Third Party Goods and Services through other media.

WAKR IS NOT RESPONSIBLE FOR ANY INCOMPLETE OR FRAUDULENT TRANSACTIONS.

Any description or information about a Third Party Good or Service must be accurate. As a Registered Seller, you alone are responsible for the material you post and for the content, including, without limitation, any communications with an interested third party. Although Wakr has no obligation to review the accuracy of each Listing, we reserve the right to do so.

When you offer any Third Party Goods or Services through the Advertising Services, you represent that you are prepared to provide those goods or services upon the terms on which you have listed them, including, where applicable, transfer of title or ownership. To list Third Party Goods or Services on the Advertising Services, you are required to provide certain identifying and contact information. The information must be accurate and the method of contact must permit interested third parties to communicate directly with you. You may not charge any interested third party for information about any Third Party Goods or Services you list on the Advertising Services, nor may you use the Advertising Services to promote, without our prior written permission, any other website, product, or service. Wakr reserves the right to deny use of the Advertising Services to anyone who does not comply with these requirements or otherwise use our Advertising Services in a manner we consider inappropriate. We do not knowingly accept advertising that discriminates or intends to discriminate based on race, color, religion, sex, national origin, handicap or familial status. Wakr accepts no liability for error or omission.

6. Fees

By submitting a Listing through our Advertising Service, you agree to pay the fees specified for the Listing package you select, regardless of whether you are successful in consummating a transaction of Third Party Goods or Services as a result of the Listing. Listing fees are generally not refundable, even if you provide erroneous information or fail to consummate a transaction of Third Party Goods or Services. Listing fees are subject to change.

We reserve the right to reject any ad copy. All orders are subject in all respects to our current rules and regulations and current demands upon advertising space. We reserve the right to edit, reclassify, revise or cancel any advertisement at any time.

NO REFUNDS AFTER PUBLICATION DEADLINE.

Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with the Advertising Services in a timely manner with a valid payment method. If your payment method fails or your Account is past due, we may collect fees owed using other collection mechanisms, including charging other payment methods on file with us, retaining collection agencies and legal counsel.

You may cancel your listing at any time to avoid being charged for a subsequent month. You must cancel your listing prior to the end of the month. Your listing will run through the month regardless of when you cancel. You can cancel by visiting your Registered Seller Account page.

7. Communications

By creating an Account, you consent to receive electronic communications from us (e.g., via email or by posting notices to the Services). These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your existing relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We have no obligation to store for your later use or access any such electronic communications that we make to you. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

8. License

When you post a listing or otherwise provide content, you grant to Wakr a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to exercise the copyright, publicity, and database rights you have the content, in any media known now or in the future.

9. Termination

  • You Terminate.You may terminate these Advertising Terms at any time by cancelling your Account and/or discontinuing your access to and use of the Services. If you use the Advertising Services after cancelling your Account or otherwise discontinuing access, you will be deemed to have agreed to the Advertising Services. Please note that if you terminate prior to the end of a Billing Period, you will not receive a refund.
  • We Terminate.You agree that we, in our sole discretion, and for any or no reason, may terminate these Advertising Terms and suspend and/or terminate your Account(s) on the Advertising Services without prior notice. You agree that any suspension or termination of your access to the Advertising Services may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.
  • Other Remedies Available.If we terminate these Advertising Terms or suspend or terminate your access to or use of the Advertising Services due to your breach of these Advertising Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you engage in any of the prohibited uses), then termination of these Advertising Terms will be in addition to any other remedies we may have at law or in equity.
  • Effect of Termination. Upon any termination or expiration of these Advertising Terms, whether by you or us, you may no longer have access to information that you have posted on the Advertising Services or that is related to your Account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.

10. Limit of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE ADVERTISING SERVICES, ANY ITEMS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE ADVERTISING SERVICES IS UNDERTAKEN BY YOU AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, YOUR ACCESS TO AND USE OF THE ADVERTISING SERVICES, CONTENT (INCLUDING YOUR CONTENT), OR ANY ITEMS, PURCHASED, OR SOLD THROUGH THE ADVERTISING SERVICES EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT PAID TO US BY YOU FOR THE ADVERTISING SERVICES THAT IS THE SUBJECT OF THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

11. Release

If you have a dispute with one or more Advertising Services' users, to the extent permitted by applicable law, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

12. Disclaimers

THE ADVERTISING SERVICES, CONTENT CONTAINED THEREIN, AND ITEMS LISTED THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE ADVERTISING SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. WE DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE ADVERTISING SERVICES OR ANY CONTENT CONTAINED THEREIN. WE DO NOT REPRESENT OR WARRANT THAT CONTENT ON THE ADVERTISING SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE ADVERTISING SERVICES. WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE ADVERTISING SERVICES AND CONTENT SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE ADVERTISING SERVICES, CONTENT, OR ANY ITEMS LISTED ON OUR ADVERTISING SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

13. Indemnity

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Wakr from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to these Advertising Terms or your use of the Advertising Services, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, "Claims"), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Advertising Services; (b) any interactions with buyers; (c) your violation of these Advertising Terms; (d) your violation of the rights of any third party, including another Registered Seller; (e) any breach or non-performance of any covenant or agreement made by you; (f) your listings; or (g) any off-chain benefits (including the furnishing, or any failure to furnish, or any acts or omissions of or attributable to you or any third party in respect of the same). You agree to promptly notify Wakr of any third-party Claims and cooperate with Wakr in defending such Claims. You further agree that Wakr shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND WAKR.

14. No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Advertising Terms.

15. Dispute Resolution

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Advertising Terms ("Dispute"), you and Wakr agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to:

WAKR LLC
252 Daniel Webster Hwy, #1052
Nashua, NH 03060

If you and Wakr are unable to resolve a Dispute through informal negotiations within 30 days, either you or Wakr may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures (the "Rules") of JAMS, which is available at the JAMS website www.jamsadr.com. The determination of whether a Dispute is subject to arbitration will be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation will be governed by the Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in the Advertising Terms, you and Wakr may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

You and Wakr agree that any arbitration will be limited to the Dispute between Wakr and you individually. To the full extent permitted by law, (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

You and Wakr agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Wakr's intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief.

16. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE ADVERTISING TERMS OR THE ADVERTISING SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Before seeking legal recourse for any harm you believe you have suffered arising from or related to your use of the Advertising Services, you agree to inform us in writing and to give us thirty (30) days to cure the harm before initiating any action.

17. General

  • Entire Agreement.These Advertising Terms constitute the entire legal agreement between you and us and will be deemed to be the final and integrated agreement between you and us, and govern your access to and use of the Advertising Services, and completely replace any prior or contemporaneous agreements between you and us related to your access to or use of the Advertising Services, whether oral or written.
  • Third-Party Beneficiaries.Except as otherwise provided herein, these Advertising Terms are intended solely for the benefit of Wakr and you and are not intended to confer third-party beneficiary rights upon any other person or entity.
  • Independent Contractor.Your relationship to Wakr is that of an independent contractor, and neither party is an agent or partner of the other.
  • Interpretation. The language in these Advertising Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
  • Severability.Should any part of these Advertising Terms be held invalid, illegal, void or unenforceable, that portion will be deemed severed from these Advertising Terms and will not affect the validity or enforceability of the remaining provisions of these Advertising Terms.
  • No Waivers.Our failure or delay to exercise or enforce any right or provision of these Advertising Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Advertising Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.
  • Governing Law.All matters arising out of or relating to these Advertising Terms will be governed by and construed in accordance with the laws of the State of Illinois and the federal laws of the United States of America applicable therein without giving effect to any choice or conflict of law provision or rule.
  • Venue.Any legal action or proceeding arising under these Advertising Terms will be brought exclusively in the state of New Hampshire and we and you irrevocably consent to the personal jurisdiction and venue there.
  • Notices.We may provide you with any notices (including, without limitation those regarding changes to these Advertising Terms) by email or postings on the Advertising Services. By providing us with your email address, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
  • Assignment.You may not assign any of your rights or obligations under these Advertising Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Advertising Terms in our sole discretion to an affiliate, a provider, or in connection with an acquisition, sale or merger. These Advertising Terms shall be binding upon and inure to the benefit of the applicable parties and their successors and permitted assigns.

Contact:

Wakr LLC
252 Daniel Webster Hwy, #1052
Nashua, NH 03060
United States
support@gowakr.com