Terms and Rules of Advertising Services
- IVF MEDIA – is understood as IVF MEDIA America Company, located in San Diego, CA 92131, 10840 Scripps Ranch Blvd 302, USA.
- Website – is understood as an organised information platform available on the Internet at including but not limited to: IVFmedia.org, EggDonationFriends.com, whereIVF.com, ivf24.tv, IVFace.com, DentalimplantsFriends.com, BreastimplantsFriends.com websites developed by IVF MEDIA and its partners providing access to the Internet resources, as well as an electronic platform to conduct e-commerce operations.
- User – is understood as any natural person entering Website
- Sales Department – means a separate department within the IVF MEDIA company which on behalf of IVF MEDIA accepts Order forms from the Orderers.
- Advertising Service – is understood as any remittance inserted within the Website to promote the sale of services or goods or other forms of services or goods usage, support problem, realized in consideration for cash remuneration or in other form, calculated in flat fee, or cost per mile, or cost per click, or cost per action or any combination thereof.
- Emission – is understood as in reference of remuneration option:
- advertising Format display within the Website in number determined in the Orderform
- providing and assertion of Advertising Format within the Website for period of time determined in the Orderform,
- user’s activity as specified in character and number in the Orderform,
- other forms of Advertising Format insertion within the Website.
- Advertising services – is understood as any services provided by IVF MEDIA on terms and conditions specified in herein on the basis of the orders delivered by Orderers.
- Contract – is understood as a commission contract for the Advertising Services.
- Orderform – is understood as a document in writing which specifies the conditions for the Contract. The Orderform is an offer, unless its contents or the provisions of the Regulations provide that in a specific case the Order is only an invitation to treat.
- Orderer – is understood as any individual, company, corporation, firm, partnership, joint venture, association, organization, institution, trust or agency, whether or not having a separate legal personality willing to or entering into the Advertising services agreement on the Website.
- Modification of the Orderform – is understood as any amendment made by the Orderer in reference to the time and place of Advertising services’ emission, which does not decrease the value of the Order form or change the agreed date of the commerce and/or maturity.
- Change of an Orderform – is understood as any amendment made by the Orderer which is not Modification of the Orderform.
- Advertising Format – is understood as all the artwork, graphic designs and links published by or on behalf of the Orderer on the Website, made in HTML, FLASH , Java or other technologies, placed on the Website in order to perform the Advertising services.
- Regulations – are understood as these Rules and Regulations as well as the attachments thereof.
- Price List – is understood as a price list which is bonding as of the date of Contract conclusion and which constitutes an integral part of the Regulations.
- Advertising Format Specification – is understood as a document which specifies the technical conditions and which constitutes an integral part of the Regulations.
- Lead – is understood as a form filled by an User and delivered to an Orderer by IVF MEDIA. The form includes contact details and general information about the User. The enquiry will not be considered as a lead if the User did not indicate Fresh or Frozen Egg Donation cycle as preferred treatment option or the body of the enquiry will clearly regard to any other treatment or cooperation.
2. General provisions
- IVF MEDIA waivers from any kind of liability for the content or form of Advertising Formats.
- By signing the Orderform, the Orderer states, that:
- it has the right to use information, data, trademarks or other elements whatsoever which are subject to legal protection,
- Advertising Format does not breach the law or any moral standards.
- Advertising Agencies and other agents, acting on behalf or on account of their customers shall bear joint and several liability for the IVF MEDIA remuneration payment as determined in the Orderform.
- The content of the Website as well as journalistic or general style shall be subject to IVF MEDIA’s sole choice.
- The IVF MEDIA states that any Advertising Formats placed on the Website shall be clearly separated from the Website’s graphic layout or other layout or content graphic elements. Advertising Formats cannot emulate or imitate Website elements.
- The IVF MEDIA reserves the right to make additional indications such as “advertising”, “sponsor”, “promotion” words insertion, only if the Sales Department admit such solution essential or legally obligatory.
- The IVF MEDIA may at any time, at its own discretion, without the Orderer’s right to make IVF MEDIA liable for any damages resulting from such right:
- demand Advertising Format change, if content or form of such Advertising Format is contrary to the law, moral standards, IVF MEDIA advertising policy, or if any third party or any law enforcement authority submits a claim regarding Advertising Format or b. refuse or decline Emission or discontinue Emission if the Orderer is unacceptably late with its payments for previous Emissions.
- The technical conditions of Advertising Formats are specified in Advertising Format Specification.
- The Advertising Format Specification the Pricelist, the Orderform and the Regulations hereto contain the entire agreement of the parties and supersede all prior agreements and representations, whether written or oral, with respect to the subject matter of this Agreement.
- The Sales Department shall accept the Orderform provided that it:
- is property filled in;
- is undersigned and stamped by the Orderer’s duly authorized representative;
- includes the name and surname of sole undertaker and/or its partners if such undertaker and or its Partners are subject to registration in the business activity record.
- Any services of both the IVF MEDIA and Orderers declarations shall be deemed to be executed if made in writing and:
- delivered to the Party’s head office with acknowledgement of service;
- sent by registrated mail;
- sent by mail as PDF document;
- sent by fax within automatic acknowledgement of service.
- IVF MEDIA states and the Orderer accepts that in the case of Emission date, place of Emmission and Advertising Format conflict, IVF MEDIA shall display:
- Advertising Formats described in Orderforms paid via TransferWise or Bank Transfer first, then
- Advertising Formats described in Orderforms settled on the barter basis, then
- Advertising Formats displayed as compensation or as substitution in the event of improper or non performance of the Contract.
- IVF MEDIA states and the Orderer accepts that, IVF MEDIA shall make no acceptance to Order form settled on barter basis (Lack of acceptance pursuant to chapter III herein) if subject to Emmisson shall be:
a) one day campaigns on Main page of the Website or
b) Advertising Formats: Billborad, Sponsor Box, or
c) Reach package (with or without capping) or
d) Advertorials or
e) Special sites, or
f) Sponsorship campaigns.
3. Contract conclusion
- While the IVF MEDIA shall accept Order form in writing, the Order form shall be construes as an offer.
- The Order form must be submitted to the IVF MEDIA Sale Department Office no later than 7 days prior the Emission.
- The Order form written acceptance (Contract conclusion) shall be made by Order form countersigned service to the Orderer.
- If The Order form is submitted to the IVF MEDIA Sale Department Office later than 7 days before the Emmision date of commence it shall be construes as invitation to treat, the provisions of point 3 of this chapter shall apply respectively.
- The Orderer may transfer the rights arising from the Orderform providing that IVF MEDIA expresses its prior written consent to such transfer, otherwise it is null and void.
4. Offer modifications and invalidations
- IVF MEDIA grant The Orderer the right to:
- annul the Order form;
- modify the Order form based on terms and conditions specified in the Rules.
- Any amendments in the Orderform exceeding the clauses specified in the Modication of the Orderform shall be construes as Orderform Annulment.
- The Modification statement resulting from the Orderform change shall be:
- serviced by the Orderer to IVF MEDIA no later than 5 working days before the Emmision date of commerce and
- construed as an offer if IVF MEDIA accepts the offer and if time and space necessary for Emission is available.
- Should IVF MEDIA not be able to perform according to the modification of the Orderform, the Orderer may at its sole discretion:
- cancel Modification of the Orderform or
- withdraw the Orderform and pay contractual penalty pursuant to Orderform annul conditions.
- Orderform annulment statement shall be delivered to IVF MEDIA in writing otherwise it shall be null and void.
- The Parties agree, that the following reasons shall cause the annulment of the Orderform:
- lack of delivery of Advertising Format no later than 3 days before Emmision date of commerce, or
- delivery of Advertising Format which do not meet Advertising Format Specification requirements or
- delivery of Advertising Format later than 3 days before Emmision date of commence
- An Orderform may be entirely annuled:
- not later than 7 days before Emmision date of commerce, which does not result in contractual penalty payment on account of IVF MEDIA,
- later than 7 days before Emmision date of commerce which does result in contractual penalty payment in the amount of:
- 30% of the Orderform gross value if the Orderer annuls the Orderform between the 7th and the 5th working day before Emmision date of commerce
- 50% of the Orderform gross value if the Orderer annuls the Orderform between the 4th and the 3rd working day before the Emmision date of commence
- 100% of the Orderform gross value if the Orderer annuls the Orderform later than 3 working days before Emmision date of commence
- In the event of partial Modification of the Orderform accomplished before the Emmision date of commerce, the rules described in point 7 above shall apply respectively.
- The IVF MEDIA may at its own discretion permit the Orderform to be changed if the Orderer’s just affair could be irreparably injured.
5. Broadcasting conditions for advertisements and promotional materials
- Advertising Formats which meet Advertising Format Specification requirements shall be delivered on IVF MEDIA head Office addresses no later than 3 working days before the Emmision date of commerce. In the event of Advertising Format delivery later than as specified above or should the delivery of Advertising Format not meet the Advertising Format Specification requirements, IVF MEDIA reserves the right to annul the Orderform or the Emmission timeline.
- Advertising Formats shall be described with the following details:
- the Orderer’s registration data
- the subject of Campaign
- the Orderform number
- IVF MEDIA states, that during the Orderform Emmission and 7 days after the Orderform Emmission maturity date on the Orderers dem and it will be made available on a special website with the Emmission statistics.
- In the event of IVF MEDIA’s fault of improper Contract performance leading to the Emmission delay or any defect, IVF MEDIA undertake start Emmission with the term agreed with Orderer or make new arrangements with the Orderer.
- Complainants concerning Emmission defects made by the Orderer:
- whose payments required hereunder are not received by the IVF MEDIA after the date it is due pursuant to the terms of the Rule (including unpaid portions of amounts due) or
- after 14 days after invoice issuance for such Emmission shall be considered null and void.
- In the event of advance payment invoice issuance, the term described in point 2 b shall be calculated from the Emmission maturity date.
- IVF MEDIA shall reply to complaints and objections within 21 days after receiving the complainant.
- The fact of sending a letter of complaint does not interfere with terms of payment connected with other Orderforms.
7. Price lists, payments, invoicing
- The PriceList does not include the value added tax.
- All bank costs related to the transfer are covered by customer.
- Disbursements of any kind connected with taxation in USA shall be borne by the Orderer.
- IVF MEDIA reserves the right to modify the Pricelist. The Pricelist change notification shall be made if separate agreement concluded with Orderer or its representative imposes such duty on IVF MEDIA.
- IVF MEDIA reserve the right to negotiate the price of Emission in case of non standard Advertising Formats or Advertising services.
- The price specified on the Pricelist shall remain in force on the day of the Orderform issuance, unless otherwise stated in the Orderform.
- The invoices shall be issued by IVF MEDIA according to legal requirements:
- no further than 7 days after the performance of the Orderform;
- 7 days from the end of the calendar month if the entire Orderform has not been emitted, the remaining part shall be settled according to the general provisions.
- Any payment required hereunder that is received by the IVF MEDIA after the date it is due pursuant to the terms of Contract (including unpaid portions of amounts due) shall bear interest, compounded monthly, at the amount of statutory level per annum and the IVF MEDIA may at its own discretion withhold the Emmission or withdraw the Orderform in a whole or part and issue a debit note in the amount of contractual penalty as described in Orderform Annulment.
8. Force majeure
- IVF MEDIA Contract performance will be excused, to the extent reasonably necessary, in the event that force majeure event that occurs without the fault or negligence of the non-performing party prevents timely performance under the Contract including but not limited to an outbreak of war, a danger of an outbreak of war; the actions, decisions or vetoes of law enforcement authorities, governmental or international agreements, strikes, lockouts or other protests, floods, fires, explosions, the breakdown of the entire INTERNET or its part, the breakdown of the electric grid, computer systems of control and distribution or other manifestations of force majeure.
- In the event the force majeure occurs, IVF MEDIA shall with no delay inform Orderer and if possible propose other terms of Emission.
9. Final provisions
- The provisions of the Act on the Electronic Service Provision shall apply to the matters not governed by these Regulations.
- The provisions of the UK law shall apply to the Regulations, declarations and Contracts concluded under them.
- The Parties agree that all disputes resulting from the application of these Regulations or declarations or contracts concluded under them shall be settled by the Civilian Court with jurisdiction over the seat of IVF MEDIA.
- Should the Orderer refuse to accept the new conditions of the Regulations, the Contract between it and IVF MEDIA shall expire unless the emission of the Orderform has began before the change in the Regulations and in such a situation the Emission will be continued until it has finished on the previously agreed conditions.
Terms and Rules of Advertising Services. Version [6.0]. Last Updated: February 2017.