Advertiser Terms and Conditions
PLEASE READ THESE TERMS AND CONDITIONS ("ADVERTISING TERMS") CAREFULLY BEFORE REGISTERING TO ADVERTISE THROUGH THE GOWHOLESALE NETWORK. BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE REGISTRATION AND ORDERING PROCESS, YOU AGREE THAT THESE ADVERTISING TERMS GOVERN YOUR PURCHASE OF ADVERTISEMENTS FOR YOUR GOODS AND SERVICES THROUGH THE GOWHOLESALE NETWORK. IF YOU ARE ENTERING INTO THESE ADVERTISING TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE ADVERTISING TERMS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT ADVERTISE THROUGH THE GOWHOLESALE NETWORK.
IN THESE ADVERTISING TERMS, THE ADVERTISER IS ALSO REFERRED TO AS "YOU" AND "YOUR". LIQUIDITY SERVICES, INC. IS ALSO REFERRED TO HEREIN AS "WE", "US" OR "GOWHOLESALE". YOU AGREE THAT ANY OF YOUR AGENTS, REPRESENTATIVES, EMPLOYEES, OR ANY PERSON OR ENTITY ACTING ON YOUR BEHALF WITH RESPECT TO THE USE OF THE GOWHOLESALE NETWORK, SHALL BE BOUND BY, AND SHALL ABIDE BY, THESE ADVERTISING TERMS.
1. Use of Services.
a. By accepting these Advertising Terms, you may purchase certain advertising for display through the goWholesale Network. The "goWholesale Network" means all goWholesale and goWholesale affiliate websites, including, without limitation, the web sites located at www.gowholesale.com and www.wholesale411.com, whether presently existing or later developed, that are developed in whole or in part by or for goWholesale. The goWholesale Network also includes third party websites sites through which we have authorized the distribution and display of the goWholesale search results, including, without limitation, in the form of a textual links, banners, or other type of online advertisements. The third party Web sites that comprise the goWholesale Network are confidential and goWholesale reserves the right, in its sole and absolute discretion, to select when and where on the goWholesale Network to display search results. b. The goWholesale web site located at www.gowholesale.com (the "goWholesale Site") is where you manage the advertisements that you wish to have published by us including, without limitation, Pay Per Click (Pay Per Click listings linked to your website that are generated by matching Selected Keywords to searches requested through the goWholesale Network ("Keyword Listings"), banner advertisements ("Banners") for display on and through the goWholesale Network, and Directory Listings (Directory listings that are generated by matching Selected Categories to searches requested through the goWholesale Network ("Directory Listings"). A Pay-Per-Click Listing, Banner and Directory Listing are each individually referred to as an "Advertisement" and collectively as the "Advertisements". From time to time, goWholesale may provide suggestions to you for keywords, categories, or banner creations; but the final decision to authorize any suggestion or creation is yours. Regardless of where your Pay-Per-Click Listings, Banners, or Directory Listings appear in the goWholesale Network, you must direct any communication regarding your account directly to goWholesale and not to any other entity in the goWholesale Network. Requests for the review of any suspicious activity, whether online or by phone, received by Advertiser need to be made in writing to goWholesale within 60 days of your discovery of any such suspected activity.
goWholesale reserves the right to not place your Advertisements and/or remove your Advertisements from the goWholesale Network at any time and for any reason, in its sole discretion. You additionally understand that "Selected Keywords" include the keywords that you have selected through the goWholesale Site (as well as other related keywords that we map to your textual listings based on the keywords you selected) and/or Directory Listing through the goWholesale site. This mapping could be a result of search terms entered in a search box, search word links and/or ads mapped to keyword categories. In all cases, information must be submitted in the form requested by goWholesale.
c. You agree to provide goWholesale with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address and telephone number. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, we reserve the right to terminate your access to the goWholesale Network in addition to any other legal remedies. Unless goWholesale, in its sole and absolute discretion, determines otherwise, you will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes.
d. You are responsible for maintaining the confidentiality of any passwords or account information and are fully responsible for all activities under your password or account. You must immediately notify us of any unauthorized use of your password or account or breach of any security. We are not responsible for any loss or damage you incur arising from your failure to comply with this term. You are solely responsible for any and all: (a) ad targeting options and keywords, all ad content, ad information and ad URLs, whether generated by You or on your behalf; and (b) web sites, services and landing pages which links or directs viewers to, and advertised services and products and any loss, damages, claims or other liabilities which relate to or arise out of the foregoing.
2. Payment.
a. You must pay goWholesale all applicable charges to your account, including, if any, applicable taxes. All payments must be made in United States dollars, in accordance with these Advertising Terms and the billing terms then in effect at the time the charges become payable.
b. The initial non-refundable deposit which varies by customer is required to fund a Pay-Per-Click account. If you register within the goWholesale Network but you do not fund your Pay-Per-Click account within ninety (90) days of registration, we reserve the right to deactivate the unfunded account.
c. You will be charged for all clicks on your Pay Per Click Listings. The amount charged to you for Pay Per Click Listings will be based on the number of clicks on all your Pay Per Click Listings, multiplied by the cost of each of such Listing ("Click Charges"). If your Click Charges equal or exceed your account balance, then we reserve the right to remove your selected key words from the goWholesale search system and discontinue displaying your Pay Per Click Listings within the goWholesale Network until you make additional payments.
d. All Banners must be paid for in advance of the commencement of said Banner campaign. You will be charged for an agreed upon number of impressions for which your Banner will be served on the goWholesale Network (please refer to Section 7, subsection ii of these Advertising Terms for information regarding Ad Delivery).
e. You authorize goWholesale to charge your credit card, charge card, debit card or financial institution account (hereinafter your "Payment Method") for all charges to your account. You a represent and warrant that all information that you provide for the purpose of enrolling as an Advertiser within the goWholesale Network is, and at all times will be, accurate, complete and current. If payment cannot be charged to your Payment Method for any reason, or if there is a chargeback for any reason, goWholesale, in addition to any other right goWholesale may have at law, reserves the right to either suspend or terminate your account and suspend performance of any goWholesale obligations hereunder. Any such suspension or termination may involve, without limitation, the removal of your Selected Keywords from the goWholesale search system, and the removal of your Banner from the goWholesale Network.
f. goWholesale takes certain measures to analyze the validity of click traffic sent to Pay-Per-Click Advertisers websites. If you believe you have been charged for invalid clicks or leads, please refer to the following subsection (g).
g. You must submit any claims or disputes you may have with respect to any charge to your account in writing to goWholesale within thirty (30) days of such charge by goWholesale; failure to do so will constitute a waiver of your claim or dispute and such charge will be final and not subject to further challenge. In the event of any failure by you to make payment, you will be responsible for all reasonable expenses (including attorneys' fees) incurred by goWholesale in collecting such amounts. All late payments shall accrue interest at the rate of one percent (1%) per month or the highest rate permitted by law (if less).
h. The purchase of any keyword is subject to goWholesale's then-current minimum bid which is based on advertiser sign on date. The current minimum bid requirement is $0.20.
3. Payment Plans.
a. Pay Per Click Listings
i. goWholesale Pay Per Click customers are aware that they are enrolled in an automatic payment plan ("AutoDeposit") in order to manage charges to your account at the creation of the Pay Per Click account. Your enrollment in AutoDeposit continues until you terminate at www.goWholesale.com, goWholesale terminates your participation in AutoDeposit, and/or you notify goWholesale in writing that you wish to terminate AutoDeposit. Under AutoDeposit, if the amount to be charged to your Payment Method causes you to exceed the amount of funds in your account, goWholesale may submit those charges for payment by your Payment Method and you will be responsible for such charges. goWholesale reserves the right to modify, suspend or terminate any payment plan and/or your participation therein at any time. If goWholesale modifies the terms of a payment plan, the modified terms of the payment plan will be reflected in an updated version of these Advertising Terms posted on http://www.gowholesale.com or delivered to you by e-mail notification prior to the effective date of the modified terms. If you do not consent to such modified terms, you may elect to discontinue your enrollment in the affected Payment Plan at any time by providing written notice to goWholesale before the effective date of such modified terms. Your continued enrollment in the Payment Plan after the effective date of the modified terms constitutes your acceptance of the terms of the Payment Plan as modified. If goWholesale suspends or terminates any payment plan, such suspension or termination will be effective upon goWholesale's posting of notice on the goWholesale Site (or such other online location as goWholesale may designate).
ii. Bidding Tools. goWholesale provides Manual Bidding ("Manual Bid") and Automatic Bidding ("Auto Bid") for Selected Keyword Listings.
a. Manual Bid. With Manual Bid, you can choose the (i) Constant Traffic Plan, (ii) Monthly Budget Plan, or (iii) Manual Deposit.
(i) Constant Traffic Plan. Under the Constant Traffic Plan, you use the Manual Bid feature to determine your maximum bid for each of your Selected Keywords and you maximum spend for your Keyword Listings. Your enrollment in AutoDeposit is a pre-requisite for your use of the Constant Traffic Plan and pre-authorizes goWholesale to charge your Payment Method on a recurring basis for Click-Charges. AutoDeposit ensures uninterrupted service for you by (i) automatically replenishing your account using your Payment Method, (ii) using your Payment Method to pay for all charges and (iii) applying any balance that remains in your account to future charges. Your Payment Method will be charged for the preauthorized amount whenever your account has fewer than approximately $25 of funds remaining or as determined by goWholesale in its sole discretion. The foregoing amount then will be credited to your account and, after any debit balance that you may have incurred for charges not paid is first deducted, the balance will be available to pay for future charges. goWholesale will send you a notification to the e-mail address associated with your account after each such preauthorized transaction to notify you that your account has been replenished and your Payment Method debited. Such charges will appear on the periodic statement sent to you by the provider of your Payment Method. Unless you discontinue your enrollment in Constant Traffic Plan, this preauthorization is valid until the termination of these Advertising Terms or the discontinuation of or your participation in this Constant Traffic Plan, as determined by goWholesale.
(ii) Monthly Budget Plan. Under the Monthly Budget Plan, you use the Manual Bid feature to determine the maximum bid for each Selected Keyword and determine a monthly maximum budget for Click Charges. If your Click Charges equal or exceed your monthly maximum in any given month, then your Selected Keywords will be removed from the goWholesale search system and any associated Keyword Listings will cease to be displayed through the goWholesale Network until the first day of the following month. Your enrollment in Auto Deposit is a pre-requisite for Monthly Budget Plan and pre-authorizes goWholesale to charge automatically and periodically your Payment Method each month up to the maximum amount of charge that you specify. AutoDeposit provides you the opportunity to receive uninterrupted service by (i) automatically replenishing your account on a periodic basis using your Payment Method, (ii) using your Payment Method to pay for all charges and (iii) applying any balance that remains in your account to future charges. Your Payment Method will be charged for the preauthorized amount whenever your account has fewer than approximately $25 of funds remaining or as determined by goWholesale in its sole discretion. goWholesale will send you a notification to the e-mail address associated with your account after each such preauthorized transaction to notify you that your account has been replenished and your Payment Method has been charged. Such charges will appear on the periodic statement sent to you by the provider of your Payment Method. You hereby authorize goWholesale to charge your Payment Method in the foregoing manner until your or goWholesale's termination of your enrollment in the Monthly Budget Plan.
(iii) Pay As You Go. Under Pay As You Go, you use the Manual Bid feature to determine the maximum bid for each Selected Keyword and manually use your Payment Method to make deposits. If your Click Charges equal or exceed your available balance, then your Selected Keywords will be removed from the goWholesale search system and any associated Keyword Listings will cease to be displayed through the goWholesale Network.
b. Auto Bid. If you utilize Auto Bid, you agree to be bound by its terms. Auto Bid is a keyword bidding tool that automatically bids on Selected Keywords in your account, based on a monthly maximum budget that you set. goWholesale will automatically bid on your Selected Keywords and you therefore preauthorize said action. Your use of Auto Bid requires your enrollment in AutoDeposit, since automatic bidding occurs based on your set monthly maximum budget. AutoDeposit provides you the opportunity to receive uninterrupted service by (i) automatically replenishing your account on a periodic basis using your Payment Method, (ii) using your Payment Method to pay for all charges and (iii) applying any balance that remains in your account to future charges. Periodically, during the course of any month, your Keyword Listings may not be published within the goWholesale Network in order to optimize your Keyword Listings based on your monthly maximum budget. Your changing from Auto Bid to Manual Bid will result in carrying over your automatically determined bids using the Auto Bid feature to Manual Bid unless you then yourself change your maximum bids.
iii. Featured Site. This feature allows your Keyword Listing to be in the top three search results ("Featured Site") when users perform searches using the Selected Keyword that you have designated for Featured Site purposes. In order for your Keyword Listing to be in the top three search results, you must pay $0.01 more than the top bid for the particular keyword you wish to use. The top bid is determined by the number of advertisers using Manual Bid and Auto Bid to bid on the particular keyword. Declined credit cards or out of fund accounts can result in losing your spot in Featured Site. The minimum bid for a Featured Ad is .20 CPC.
7. Banners.
i. Types of Banner Advertising
Your order for banner advertisement on the goWholesale network will specify: (a) the type of inventory; (b) the amount of inventory, if applicable, to be delivered; (c) the maximum amount of money to be spent; (d) the start and end dates of the campaign, if applicable; and (e) the advertising materials to be used. You may order the following types of banner advertisements:
a. Run-of-Network. Your banner advertisement will appear for a specified number of impressions and time period across the goWholesale network.
b. Run-of-Channel. Your banner advertisement will appear on the goWholesale network for a specific number of impressions and a specified time period on the channel(s) selected. Your advertisement will be tied to, and displaye on, result pages for searches related to the selected channel(s) and/or entire websites related to the channel(s).
c. Sponsorship. Your banner advertisement will appear on an exclusive basis on a specific location on a specific web page on the goWholesale network for a specified time period (in monthly increments). goWholesale provides no guarantees with respect to the number of impressions that will be delivered during the specified time period.
Unless otherwise provided in this Section 7, your ad is subject to the other provisions of these Terms and Conditions, including but not limited to, Sections 9 and 10 below.
ii. Ad Delivery
goWholesale will use commercially reasonable efforts to notify you within two business days of receipt of order if the specified inventory is not available. goWholesale will create a reasonably balanced delivery schedule and will use commercially reasonable efforts to provide you with prior notification of any material changes to the goWholesale Network that would materially change the target audience or significantly affect the size or placement of the ad specified in the order. Should such a modification occur, your sole remedy would be to immediately cancel the remainder of the order, without penalty, upon 10 days prior written notice. goWholesale will, within two business days of the start date on the order, provide you confirmation whether the banner advertisement delivery has been commenced.
iii. Reporting and Under Delivery
goWholesale shall make available reports, in electronic format, summarizing for each day, creative execution, location and other variables, such as impressions and channels. If advertising materials provided by you are damaged, or otherwise not within goWholesale specifications as provided herein, goWholesale will use commercially reasonable efforts to notify you within two business days of its receipt of such advertising materials.
iv. Payment
You will be charged for banner advertising on a monthly basis if you purchase a sponsorship or for impressions ordered on a Cost Per Impression (CPM) if you purchase using Run of Network or Run of Channel in accordance with the provisions of Section 2d above and Section 7i, unless a separate banner agreement has been reached between you and goWholesale. goWholesale also offers a pre-paid multi-month advertising option. Except as otherwise provided herein, all monthly charges for banner advertising are non-refundable.
8. Refunds. If goWholesale terminates your account or if you decide to terminate your account, and you provide notice to goWholesale, your account will be deemed terminated when goWholesale receives such notice. You will only receive refunds for amounts not charged in your account. You will not receive any refund for any promotions or other forms of credit provided to you or for charges that goWholesale specifies as non-refundable. goWholesale will endeavor to issue refunds within 15 business days of termination of your account.
9. License. You hereby grant to goWholesale a non-exclusive, worldwide, fully paid license to: (i) permit the Content to be used, reproduced, modified, encoded, stored, archived, distributed, transmitted, translated, published, publicly displayed and publicly performed through the goWholesale Network; and (ii) access, index, cache, and display (in connection with your listings) the web site(s) to which your Content links, or any portion thereof. This grant specifically includes goWholesale's right to create and display copies of any and all text, graphics, images, audio, video, and all other material included or found on such Web sites or portions thereof, including the right to create and display thumbnail and full-scale copies of any images or video included on or found on such Web sites or portions thereof. For purposes of these Advertising Terms, "Content" means all content including, without limitation, any software, audio, video, audiovisual materials, data, images, graphics, text, files, links and scripts provided by you or on your behalf to goWholesale, including any improvements, enhancements or modifications thereto. All Content is and must comply with our advertising policies including, without limitation, the manner of transmission, the lead-time prior to display of any Advertising, and our editorial policies and/or those of our Network Partners. goWholesale reserves the right to modify any Content elements, including placement, size, format, text, or any other elements, in order to comply with these policies. We may change our policies and specifications from time to time in our sole discretion. All Advertising will be served by us, and we must approve any exceptions in advance including approving the specific third party ad server in writing.
10. Representations; Warranties. You represent and warrant that the Content (i) does not violate any law or regulation; (ii) does not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (iii) does not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (iv) is not false or misleading; (v) does not include any obscene, pornographic, profane, offensive, tasteless, defamatory, racially, ethnically, or religiously offensive or hateful language; and (vi) is neither defamatory, libelous, slanderous or threatening.
11. Advertiser Site. goWholesale is not responsible for the maintenance of any of your Web site(s) nor is goWholesale responsible for order entry, payment processing, shipping, cancellations, returns or customer service concerning orders placed on or through any of your site(s). goWholesale has the right to suspend your Pay Per Click Listing(s) or Banner(s) (or Directory Listing if your Web site URL is included) if your Web site(s) are not accessible for a continuous period that exceeds 48 Hours. Further, your web site must not contain any goWholesale owned or licensed content, including but not limited to, any goWholesale listings, except pursuant to a separate signed affiliate and/or partnership agreement with goWholesale.
12. Confidentiality. "Confidential Information" means any information reasonably deemed to be proprietary or confidential to goWholesale or its affiliates and that is disclosed to you by goWholesale, either directly or indirectly, in writing, orally or by inspection of tangible objects. Confidential Information does not include information that you can establish with written evidence (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by goWholesale; (ii) becomes publicly known and made generally available after disclosure to you by goWholesale other than through your action or inaction; or (iii) is in your possession, without confidentiality restrictions by goWholesale. You must not at any time (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information for any purpose except as expressly authorized by goWholesale in writing, (b) use any Confidential Information for any reason not expressly permitted by goWholesale in writing, or (c) reproduce or otherwise copy any Confidential Information. If Advertiser is required to disclose any Confidential Information by order of a court of competent jurisdiction, it may do so, provided that the Advertiser may disclose only such information as is legally required by such court, will use reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed, and will provide goWholesale notice of such possible disclosure prior to disclosure in order to give goWholesale a reasonable opportunity to contest such disclosure.
13. Limitation of Liability. IN NO EVENT ARE WE OR ANY AFFILIATES LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS ARISING OUT OF OR RELATED TO THE GOWHOLESALE NETWORK OR YOUR TRANSACTION OF BUSINESS WITH US OR OUR LOSS OF YOUR BUSINESS INFORMATION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR ANY ACTUAL OR THREATENED DAMAGE OR YOUR DISSATISFACTION WITH THE GOWHOLESALE NETWORK IS TO DISCONTINUE USE OF THE GOWHOLESALE NETWORK. GOWHOLESALE'S AND ITS AFFILIATES' ENTIRE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY OR BREACH OF STATUTORY DUTY OR OTHERWISE) SHALL NOT IN AGGREGATE EXCEED THE AMOUNTS PAID BY YOU TO GOWHOLESALE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE CAUSE OF ACTION ARISING.
14. Disclaimers of Warranties. GOWHOLESALE DISCLAIMS ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, DATA ACCURACY SYSTEM INTEGRATION OR QUIET ENJOYMENT. GOWHOLESALE DOES NOT WARRANT THAT THE GOWHOLESALE SITE, THE GOWHOLESALE NETWORK OR ANY SERVICES, FUNCTIONS, FEATURES OR CONTENT AVAILABLE THEREFROM WILL BE FUNCTIONAL, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. GOWHOLESALE MAKES NO WARRANTY THAT THE GOWHOLESALE SITE, GOWHOLESALE NETWORK OR ANY SERVICES, FUNCTIONS, FEATURES OR CONTENT PROVIDED THEREFROM WILL MEET ADVERTISER'S REQUIREMENTS OR EXPECTATIONS. GOWHOLESALE MAKES NO WARRANTY REGARDING ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED THROUGH USE OF THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH THE GOWHOLESALE SITE OR GOWHOLESALE NETWORK.
15. Indemnity. You, at your expense, agree to indemnify, defend and hold harmless Liquidity Services, Inc. and its affiliates and their officers, agents, co-branders or other partners, and employees (the "Indemnified Parties") from and against any claim, demand, action, investigation or other proceeding ("Claim") including but not limited to all damages, losses, liabilities, judgments, costs and expenses (including reasonable attorneys' fees and costs) to the extent the Claim is due to or arises out of (i) your use of the goWholesale Network; (ii) your violation of these Advertising Terms; (iii) the Content or any material, product or service that appears on any web page directly linked to by any Pay Per Click Listing, Banner, or Directory Listing (including without limitation any claim of trademark or copyright infringement, or false or deceptive advertising or sales practices); and (iv) any breach by you of any representation or warranty made hereunder.
16. Disputes Between Advertisers and Consumers. If you or any of your customers or users of your web site have any dispute, you release goWholesale, and its directors, officers, employees and agents from claims, demands and damages, whether actual or consequential, of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
17. Effect of Termination. The provisions of these Advertising Terms, which by their very nature would continue beyond the termination, cancellation, or expiration of the Agreement, including, without limitation, Sections 10, 11, 12, 13, 15, 16, 17 and 19 shall continue as valid and enforceable rights and obligations of the parties and survive termination, cancellation, or expiration of the Agreement.
18. Modifications. goWholesale reserves the right to modify the terms and conditions of these Advertising Terms or its policies relating advertising within the goWholesale Network at any time, effective upon posting of an updated version of the Advertising Terms on the goWholesale Site (or such other online location as goWholesale may designate). You are responsible for regularly reviewing these Advertising Terms. Continued use of the goWholesale search system and advertising services after any such changes shall constitute your consent to such changes.
19. General Terms. These Advertising Terms, along with your order made at the goWholesale Site, constitute the entire agreement between you and us regarding the subject matter hereof and supersede and replace any prior agreements (whether written or oral) between you and us regarding the subject matter hereof. Our failure to exercise or enforce any right or provision of these Advertising Terms will not constitute a waiver of such right or provision. If any provision of these Advertising Terms is found invalid or unenforceable, that provision will be enforced to the maximum extent possible and the remaining provisions of these Advertising Terms will remain in full force and effect. These Advertising Terms are governed by and construed in accordance with the laws of the District of Columbia without regard to the conflicts of law provisions thereof. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, you agree with us that any legal action or proceedings to enforce or arising out of or in connection with this Agreement ("Dispute") between you and us or against any agent, employee, successor, or assign of the other shall be settled, to the extent possible by good faith negotiations. Any Dispute which cannot be resolved by good faith negotiations within thirty (30) days or such longer period as the parties may mutually agree to, shall be submitted and finally resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association ("AAA") then in effect. The arbitration shall be conducted by single arbitrator (mutually agreed to by you and us in accord with the AAA's commercial arbitration rules) in Washington, D.C., unless both parties consent in writing to a different location. Each party will pay their own attorneys' fees and expert fees and other costs related to prosecuting or defending any Dispute, but shall share equally the costs and fees associated with the arbitration hearing and the arbitrator. The Arbitrator's power will include the power to award monetary damages, declaratory judgments, specific performance, and injunctive and other equitable relief to the extent available at law. The Arbitrator shall not have the power to modify or amend the provisions of these Advertising Terms (except as set forth in this paragraph) and shall not award any damages in excess of damages that could lawfully be awarded by a court of competent jurisdiction or award types or amounts of damages not allowed or waived under this Agreement. Any award by the Arbitrator may be entered as a judgment in any court of competent jurisdiction.
