Advertising Service Agreement

Date of last revision: July 9, 2010

Advertising Service Agreement

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.

1. Acceptance of the Advertising Service Agreement

1.1. Whole agreement

These following terms describe the Advertising Agreement ("the Advertising Agreement") that is entered between your company as mentioned in the Invoice, ("You", "The Advertiser")

and

MERCATRADE S.A..

By agreeing to the Advertising Agreement you also accept to be bound by the MERCATRADE Terms of Use (terms not defined in this agreement bear the same meaning as those contain in the MERCATRADE Terms of Use). If you do not accept the later set of terms and conditions, please do not sign the Advertising Service Agreement.

The service is offered through the web site identified by the uniform resource locator (URL) www.mercatrade.com.

1.2. Conditions of acceptance

This Advertising Agreement will take effect, once the following conditions are fulfilled:

• Submission to us of a signed copy of the Advertising Agreement or by clicking the "I agree" button available while proceeding to the online checkout of your order on www.mercatrade.com

and

• Reception by us of the full payment of the amount as stated in the Invoice for Advertising Service (within 30 workings days of the issuance of the Invoice or at least 7 workings before Starting Date)

2. Advertising service

2.1 Duration and specifications

The advertising service starts subsequently to the fulfillment of the conditions of acceptance and according to the period of time as stated in the invoice.

The invoice details the specifications of your ad campaign on MercaTrade.com. Consequently, the service is provided according to:

• The starting date as per the invoice
• The duration of the campaign as per the invoice
• The banner placement(s) (where your ad appear on a webpage) as per the invoice
• The category of MercaTrade.com where your banner will be displayed as per the invoice.
• The banner specifications (size and type) as per the invoice

2.2 Features

The Advertising service consists of the placement, in accordance with the provision of article 2.1, of ad(s) banner(s) supplied by the Advertiser on the web site identified by the uniform resource locator (URL) www.mercatrade.com.

2.3 Obligation of the Advertiser

The Advertiser must provide MERCATRADE with its Advertisement (ad banners and web site links) at least 7 working days before the Starting Date.

The Advertisement provided to MERCATRADE must comply with the technical specifications provided to the Advertiser by MERCATRADE and available on the Advertising section of mercatrade.com.

The Advertisement must comply with MERCATRADE Terms of Use as made available to you on www.mercatrade.com.

2.4 Service Fee and payment

All payments made are not refundable.

Fee for the Advertising Service may change from time to time, from one year to another, at MERCATRADE's sole discretion, for promotional events, for new services or new fee policy applicable. The fee to be paid by you is the fee applicable at the date of your request for the Advertising Service.

The Advertising Service Fee is exclusive of any taxes, duties or other governmental, banking or transactional and handling charges or levies. In particular, if you proceed to payment by bank transfer, it is your responsibility to make sure that the full service fee reaches MERCATRADE bank account.

Important note: specific advertising fees may apply for countries where MercaTrade is partnering with re-sellers to promote MercaTrade services. (To view our list of resllers click here)

2.5 Prohibition

Any unlawful use of credit Card or Bank Account is prohibited. MERCATRADE shall not be held responsible for the provision of the service which has been paid for via unauthorized credit card or bank accounts.  You agree to indemnify and hold MERCATRADE, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including attorney's fees, arising out or in connection with any unauthorized use of credit card or bank accounts.

3. Termination of the Advertising Service Agreement

MERCATRADE may terminate the Advertising Service Agreement with immediate effect and without notice in case of any breach by the Advertiser of this Advertising Service Agreement and/or MERCATRADE Terms of Use.

In case of termination of the Advertising Service Agreement, MERCATRADE would not proceed to any refund of the Advertising Service fee.

4. Disclaimer and Limitation of Liability

4.1 Truth in advertising / indemnification for liability

The Advertiser is solely responsible for any legal liability arising out of or relating to a) the Advertisement, and /or, b) any material to which users can link through the Advertisement. The Advertiser represents and warrants that it holds the necessary rights to permit the use of Advertisement and link by MERCATRADE for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of the Advertisement will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary rights, false advertising, unfair competition, defamation, invasion, of privacy or rights of celebrity, violation of any anti discrimination law or regulation, or any other right of any person or entity. The Advertiser agrees to indemnify and hold MERCATRADE harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by MERCATRADE, arising out of or related to the Advertiser's breach of any of the foregoing representations and warranties. The Advertiser further agrees to pay all legal fees and costs incurred by MERCATRADE in defense of any such claim or action.   

4.2 Limitation of Damages

IN NO EVENT WILL MERCATRADE BE LIABLE TO THE ADVERTISER FOR ANY DAMAGES, WHETHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHERWISE, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT MERCATRADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

5. Additional terms

5.1 Assignment

The Advertiser may not assign this agreement, in whole or in part, without MERCATRADE's prior written consent. Any assignment of this Agreement without such consent will be unenforceable, null and void.

5.2 Entire Agreement

This Advertising Service Agreement, the Invoice and the MERCATRADE Terms of Use constitute the entire agreement between you and MERCATRADE superseding any prior agreements between you and MERCATRADE relating to your use of the Advertising Service.

For any other additional terms to this Agreement, please refer to MERCATRADE Terms of Use available on www.mercatrade.com

Here below signatures are mandatory for Offline booking only