Advertising Terms and Conditions Applicability of Terms
These advertising terms shall apply to all online and e-mail Advertisements ("Advertisements") that are submitted to Bio-protocol LLC, and which Bio-protocol LLC accepts for publication. For the purposes of these Terms & Conditions, "Bio-protocol LLC" shall refer to all publications published on internet sites that Bio-protocol LLC owns and operates. These internet sites include www.bio-protocol.org (Bio-p), www.bio-thing.com (Bio-t) and www.bio-101.org (Bio-1). The Advertiser, by submitting an Advertisement to Bio-protocol LLC, agrees to be bound by these Terms & Conditions. "Advertiser" shall be defined to include any agent, broker, or other intermediary submitting an Advertisement, as well as the ultimate Advertiser whose products or services are advertised in the Advertisement. An Advertiser's standard terms and conditions shall not apply.
Advertising Standards
All ads submitted for publication must comply with applicable U.S. and International laws, and may not be indecent, obscene, or defamatory. All advertising is subject to Bio-protocol LLC's approval. Bio-protocol LLC reserves the right to refuse any advertisement at its sole discretion for any reason whatsoever, including without limitation for offensive or inappropriate content.
Advertising Materials
  1. Advertiser agrees to submit advertising materials to Bio-protocol LLC, fifteen (15) days prior to start date. Advertising materials to be used by Bio-protocol LLC must comply with Advertising Specifications.
  2. Bio-protocol LLC has the right to request or to make changes to an Advertisement to the extent it reasonably believes necessary to comply with the Can-Spam Act and/or federal or state advertising laws as well as Bio-protocol LLC Advertising Policy.
  3. Bio-protocol LLC has the right to reject or cease to run Advertisements that Bio-protocol LLC does not approve in which case any prepaid advertising fee shall be returned to Advertiser. Advertiser will not have any damages or other remedies, in law or in equity against Bio-protocol LLC for failing to place or removing any advertising except for the return of any unused prepaid advertising fees.
Services to be Provided
  1. Bio-protocol LLC does not guarantee any given amount of Impressions to Advertiser’s page as a result of its advertising services unless a separate Impression Guarantee Addendum has been executed by both parties hereto.
  2. Bio-protocol LLC will use its reasonable efforts to make its Advertising Site available for display through the World Wide Web. Bio-protocol LLC is not responsible for periodic downtime for maintenance, backup, acts of God, and other circumstances beyond its control or which are a normal part of the Internet business.
  3. Bio-protocol LLC will not place links to Advertiser's website content in newsgroups, message boards, unsolicited email and other types of spam, chat rooms, guest books, IRC channels or through similar Internet resources. Bio-protocol LLC will not be accountable for any monetary damages suffered by Advertiser, sustained through contravention of these Terms. This includes, but is not limited to punitive damages related to lost clients and brand deterioration.
  4. Bio-protocol LLC will track and provide quarterly reports of click through rate (CTR).. Advertiser will agree to treat this information as confidential. Advertiser may use it for its internal business and marketing planning, but may not disclose it to third parties without an advanced written consent.
Payment Terms
Current advertising rates apply, and may be changed by Bio-protocol LLC at any time with notice. Advertiser agrees to pay the advertising fee fifteen (15) days prior to start date. Payments are accepted via check and wire transfer.

Advertiser must clear previous Bio-protocol LLC advertising debt before new campaigns can begin.
Cancellation
Advertiser may cancel an order, with or without cause, by giving thirty (30) days advance notice (via Email). No cancellation will be accepted without written acknowledgement from Bio-protocol LLC confirming receipt.

Bio-protocol LLC reserves the right to cancel an order for any reason, with or without cause, upon thirty (30) days written notice to Advertiser.
Intellectual Property Rights
Bio-protocol LLC will retain all proprietary rights in and to its respective sites and other proprietary materials such as copyrights, trademarks, trade secrets, patents and confidential information. Bio-protocol LLC do not grant the other any rights in and to such proprietary material. Advertiser retains copyright in Advertiser’s Advertisements and by submitting them to Bio-protocol LLC, grants Bio-protocol LLC a non-exclusive license to use the advertising material provided, including its trademarks and copyrights, and the right to hyperlink to Advertiser’s site from its site in order to fulfil the order.
Warranties and Indemnity
Advertiser warrants and represents that the Advertisement does not contain any material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless Advertiser is the owner of such rights or has permission from their rightful owner for purpose of the Advertisement. By submitting an Advertisement, Advertiser represents and warrants that it owns or has the necessary licenses, rights, consents, and permissions. Advertiser also represents and warrants that an Advertisement is not defamatory or libelous, obscene, or contrary to applicable local, national, and international laws and regulations.

Advertiser agrees to defend, indemnify, and hold harmless Bio-protocol LLC, and all of their officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from any breach, or alleged breach, of the warrantees identified in this section.
Limitation on Liability, Disputes
In no event shall Bio-protocol LLC, its officers, directors, employees, or agents be liable to the Advertiser for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever relating to the Advertisement. Any liability by Bio-protocol LLC shall be limited to the amount paid for an Advertisement. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

You agree that any dispute arising from, relating to, or in any manner connected with, these Terms and Conditions shall be construed under and resolved in accordance with the laws of the state of CALIFORNIA exclusive of its choice of law principles. Any such dispute shall be litigated only in the local or federal courts of the state of CALIFORNIA, to the personal jurisdiction of which you hereby consent. YOU AGREE THAT ANY CAUSE OF ACTION AGAINST BIO-PROTOCOL LLC ARISING FROM OR RELATED TO AN ADVERTISEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Miscellaneous Provisions
Should any provision in these Advertising Terms & Conditions be deemed ineffective or unenforceable, that shall not affect the validity or enforceability of the remaining provisions of these Advertising Terms & Conditions.

No alterations or variations of the Advertising Terms and Conditions shall be valid unless made in writing. Neither the failure of Bio-protocol LLC to enforce at any time any of the provisions of these Terms and Conditions nor the granting at any time of any other indulgence shall be construed as a waiver of that provision or of the right of Bio-protocol LLC afterwards to enforce that or any other provision. These Terms and Conditions may not be amended, nor any obligation waived, except in writing and signed by an authorized representative of Bio-protocol LLC.

Sequential liability clauses will not be accepted.
Last updated date: 10/18/2019
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