Promoting with Confessions
Terms of Service
Individuals submitting Ads to be posted are referred to as ‘Advertisers’ and ‘Recieving Parties’
MSU Confessions is referred to as ‘Confessions’ and ‘Disclosing Parties’
Ad Submission. Advertisers may submit Ads for posting by providing the necessary information and creative materials. Confessions reserves the right to reject or remove any Ad for any reason, in its sole discretion with no disclosure.
Ad Approval. Confessions reserves the right to approve or disapprove any Ad submitted for posting. Ads that are not approved will not be posted.
Ad Content. Advertisers represent and warrant that the Ads submitted: (i) comply with all applicable laws, regulations, and industry standards, (ii) do not infringe, misappropriate, or otherwise violate any intellectual property or other proprietary right of any third party, and (iii) do not contain any defamatory, libelous, or otherwise offensive content.
Indemnification. Advertisers shall indemnify, defend and hold harmless the Website and its respective affiliates, officers, agents, and employees from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with any breach of the representations and warranties made by the Advertiser in these Terms.
Limitation of Liability. In no event shall Confessions be liable to the Advertiser for any special, indirect, incidental, consequential, or punitive damages, whether in contract, tort, or otherwise, arising out of or in connection with these Terms or the performance or breach thereof, even if the Advertiser has been advised of the possibility of such damages.
Use of Ads. The Advertiser grants Confessions a non-exclusive, perpetual, worldwide, royalty-free license to use, display, reproduce, and distribute the Ads and/or Ad content in any and all media, whether now known or hereafter developed, for any purpose, including but not limited to, promotion of Confessions.
Miscellaneous. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written. These Terms may be amended or modified at anytime by Confessions.
Promise not to sue. Advertiser hereby promises not to take legal action against Confessions for any claims or causes of action arising out of or in connection with the events or actions that are the subject of this agreement. This promise not to sue is binding and enforceable and will survive any termination or expiration of this agreement.
Definition of All Business Information and Communications. For purposes of this Agreement, "All Business Information and Communications" shall include all information or material related to the business and its operations, strategies, plans, financials, customers, clients, vendors, partners, and other third parties, as well as any oral or written communication or correspondence that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If All Business Information and Communications is in written form, the Disclosing Party shall label or stamp the materials with the words "Confidential" or "Business Information". If All Business Information and Communications is transmitted orally, the Discloser shall promptly provide writing indicating that such oral communication constitutes All Business Information and Communications.Non-Disclosure Agreement
Exclusions from All Business Information and Communications. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.
Obligations of Receiving Party. Receiving Party shall hold and maintain the All Business Information and Communications in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to All Business Information and Communications to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the Disclosing Party's prior written approval, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any All Business Information and Communications. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to All Business Information and Communications immediately if Disclosing Party requests it in writing.
Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold All Business Information and Communications in confidence shall remain in effect until the All Business Information and Communications no longer have any commercial value or utility or until Disclosing Party sends written notice releasing Receiving Party from this Agreement, whichever occurs first.
Monetary Penalties: In the event that the Receiving Party breaches any of the terms and conditions of this Agreement, the Disclosing Party shall be entitled to recover from the Receiving Party a monetary penalty of $5,000 for each and every breach of the Agreement, plus any attorneys' fees and costs incurred by the Disclosing Party in enforcing this Agreement, plus any lost income from any and all reputational harm that have occured as a direct or indirect result of any breach. The Receiving Party acknowledges that this monetary penalty is reasonable and represents a fair estimate of the actual damages that the Disclosing Party would suffer as a result of a breach of this Agreement
Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.
Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings