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JP Communications Advertising Program Terms

These JP Communications Advertising Program Terms ("Terms") are entered into by, as applicable, the customer signing these Terms or any document that references these Terms or that accepts these Terms electronically ("Customer") and JP Communications ("JPC"). These Terms govern Customer's participation in JPC's advertising program(s) ("Program"), including online orders placed for any advertising campaigns on any JPC website, including TopTenWholesale.com, Wholezilla.com, WholesaleU.com and OffPriceNetwork.com. These Terms and orders are collectively referred to as the "Agreement." JPC and Customer hereby agree and acknowledge:

1.  Policies. Program use is subject to these Terms and the JPC policies, including its Privacy Policy (www.TopTenWholesale.com/privacy.html). ("Policies") Policies may be modified at any time, according to their terms. JPC may modify Customer ads to comply with these Terms and its Policies.

2.  The Program. Customer is solely responsible for all: (a) ad targeting options and keywords (collectively "Targets"), all ad content, ad information and ad URLs ("Creative"), whether generated by or for Customer; and (b) web sites, services and landing pages which Creative links or directs viewers to, and advertised services and products (collectively "Services"). Customer shall protect any Customer passwords and takes full responsibility for Customer's own, and third party, use of any Customer accounts. Customer understands and agrees that ads may be placed on (y) any content or website owned by JPC ("JPC Property") and (z) any other content or property provided by a third party ("Partner") upon which JPC places ads ("Partner Property"). Customer authorizes and consents to all such placements. JPC also may modify these Terms at any time without liability, and Customer's use of the Program after notice that these Terms have changed constitutes Customer's acceptance of the new Terms. JPC may reject or remove any ad or Target for any or no reason.

3.  Termination. Customer may terminate advertising online through Customer's account or by not replenishing Customer's advertising account was depleted. Amounts on deposit at the time of termination shall be used for advertisements and shall not be refunded to Customer. JPC may cancel immediately any order, any of its Programs, or these Terms at any time, in which case Customer will be responsible for any ads already run. Sections 1, 2, 3, 5, 6, 7, 8, and 9 will survive any expiration or termination of this Agreement.

4.  Prohibited Uses; License Grant; Representations and Warranties. Customer shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect JPC advertising related information from any Program website or property except as expressly permitted by JPC; or (c) advertise anything illegal or engage in any illegal or fraudulent business practice. Customer represents and warrants that it holds and hereby grants JPC all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in Creative, Services and Targets needed for JPC to operate Programs (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Creative or Targets) in connection with this Agreement ("Use"). Customer represents and warrants that (y) all Customer information is complete, correct and current; and (z) any Use hereunder and Customer's Creative, Targets, and Customer's Services will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including without limitation intellectual property rights). Violation of the foregoing may result in immediate termination of this Agreement or customer's account without notice and may subject Customer to legal penalties and consequences.

5.  Disclaimer and Limitation of Liability. To the fullest extent permitted by law, JPC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. To the fullest extent permitted by law, JPC disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) costs per click; (ii) click through rates; (iii) availability and delivery of any impressions, Creative, or Targets on JPC Property, or section thereof; (iv) clicks; (v) conversions or other results for any ads or Targets; (vi) and the adjacency or placement of ads within a Program. Customer understands that third parties may generate impressions or clicks on Customer's ads for prohibited or improper purposes, and Customer accepts the risk of any such impressions and clicks. Customer's exclusive remedy, and JPC's exclusive liability, for suspected invalid impressions or clicks is for Customer to make a claim for a refund in the form of advertising credits for JPC Properties within the time period required under Section 7 below. Any refunds for suspected invalid impressions or clicks are within JPC's sole discretion. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND CUSTOMER'S BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO CUSTOMER'S BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO JPC BY CUSTOMER FOR THE AD GIVING RISE TO THE CLAIM. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including without limitation to acts of God, government, terrorism, natural disaster, labor conditions and power failures.

6.  Agency. Customer represents and warrants that (a) it is authorized to act on behalf of and has bound to this Agreement any third party for which Customer advertises (a "Principal"), (b) as between Principal and Customer, the Principal owns any rights to Program information in connection with those ads, and (c) Customer shall not disclose Principal's Program information to any other party without Principal's consent.

7.  Payment. Customer shall be responsible for all charges up to the amount of its account balance and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. Customer is responsible for paying all taxes and government charges. To the fullest extent permitted by law, Customer waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid clicks) unless claimed within 60 days after the charge (this does not affect Customer's credit card issuer rights). Charges are solely based on JPC's measurements for the applicable Program, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of JPC and only in the form of advertising credit for JPC Properties. Nothing in these Terms may obligate JPC to extend credit to any party. Customer acknowledges and agrees that any credit card and related billing and payment information that Customer provides to JPC may be shared by JPC with companies who work on JPC's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to JPC and servicing Customer's account. JPC may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. JPC shall not be liable for any use or disclosure of such information by such third parties.

8.  Indemnification. Customer shall indemnify and defend JPC, its agents, affiliates, and licensors from any third party claim or liability (collectively, "Liabilities"), arising out of Use, Customer's Program use, Targets, Creative and Services and breach of the Agreement.

9.  Miscellaneous. THE AGREEMENT MUST BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT AND GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE JPC PROGRAM(S) SHALL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN DIEGO COUNTY, CALIFORNIA, USA, AND JPC AND CUSTOMER CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. The Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number) or oral discussions are void. Each party shall not disclose the terms or conditions of these Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation. Customer may grant approvals, permissions, extensions and consents by email, but any modifications by Customer to the Agreement must be made in a writing executed by both parties. Any notices to JPC must be sent to JP Communications, 448 S.Hill St. Suite 712 Los Angeles, CA 90013, via confirmed facsimile, with a copy sent via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect. Customer may not assign any of its rights hereunder and any such attempt is void. JPC and Customer are not legal partners or agents, but are independent contractors. In the event that these Terms or a Program expire or is terminated, JPC shall not be obligated to return any materials to Customer. Notice to Customer may be effected by sending an email to the email address specified in Customer's account or by posting a message to Customer's account interface, and is deemed received when sent (for email) or no more than 15 days after having been posted, for messages in Customer's account interface.

10.  Trademark Complaints. Customer agrees that it is responsible for the keywords and ad content that Customer chooses to use. Customer agrees to resolve any dispute with claimed trademark owners directly. Customer agrees that JPC may investigate reasonable complaints of trademark infringement and reserves the right to modify or delete advertising where JPC determines trademark rights exist.

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