Advertising Terms & Conditions

The following Terms & Conditions form the basis for the contract regarding online advertising on the MedWOW Global Medical Directory.

1. Definitions in the Terms & Conditions

In these Conditions: “Advertisement" means the advertisements referred to on the Advertisement Order and any advertisements created in connection with Services; "Advertisement Order" means a document, webpage or electronic communication which you complete and submit to us either directly or through one of our Global Partners, under which you offer to purchase one or more Services from us directly or through a Global Partner; "Amendment" means a change to the Content of an Advertisement; "Banner" means an online Advertisement linked to a website promoting your goods and/or services as more particularly described in the applicable Product Description; "Business Day" means a day other than Saturday or Sunday, or a day which is generally recognized as a public holiday within the EU, Israel or the United States; "Business Hours" means 9:00am to 5:30pm on each Business Day; "CCAR" means the Consumer Credit (Advertisements) Regulations 2004 or the Consumer Credit (Advertisements) Regulations 2010, as applicable; "Charges" means our charges for performing the Services; "Click Through" means for the purpose of this Contract the action of following a hyperlink within a Keyword Advertisement to another web site or another page or frame within that web site; "Conditions" means these contractual conditions; "Confirmation of Order" means a document, web page, electronic written communication that we issue to you to confirm acceptance or cancellation of your Advertisement Order; "Content" means all content, including, without limitation, any and all of the text, graphics, images, logos, photographs, layout, design, shading, coloration, animation, characterization, audio, video and audio-visual material constituting or intended to be in an Advertisement; "Created Material" means any material or item created or provided by us for you as part of the provision of Services, including by way of example and not limitation, advertisements, listings' SEO Web Pages and the HTML code for, or the screen designs of, a web site; "Database" means an electronic database in which details relating to you or Advertisements may be stored for the purposes of our providing the Services; "Effective Date" means the date on which the Services are first provided by us to you or made available to Users unless otherwise specified in the applicable Product Rules; "Financial Services Regulatory Regime" means the regime (regulated by the Financial Services Authority pursuant to the Financial Services and Markets Act 2000 and other laws) which governs the conduct of business and the advertising and promotion of financial products and services; "IPRs" means (a) all copyrights, patents, rights in trademarks, design rights, database rights, rights in know-how, trade secrets, rights in confidential information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, renewal, extension, division or reissue, for any of these rights; (c) and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world; "Keyword/Ranking Advertisement" means an Advertisement displayed on MedWOW or a local partner online site as a result of the Keyword/Ranking Service; "Keyword/Ranking Service" means the pay per click, bid-for position keyword/ranking advertising service provided by us to you for the purchase of certain Services for a flexible advertising period. The service is provided either on a pre-pay or post-pay basis, at MedWOW's discretion; "Malware" means any software designed to infiltrate or damage a computer system, without the owner's informed consent, including but not limited to "Trojans", "worms", "logic bombs" and "cancel bots" as the same may be generally understood within the computing industry from time to time and any other malicious and unwanted software; "Personal Zone" means the facility we provide to you via the MedWOW directory, so you can manage your Advertisements, view your account information and important documents and make payments securely over the internet. When you buy Services through MedWOW or their local partner Business, the "Product Rules" means terms and conditions applicable to a particular product or service MedWOW provides. "Proprietary Material" means any of your (or a third party's) copyrighted material, brand names, trade or service marks, devices or logos; "Product Prices" means a price list issued by MedWOW or the Local Partner for MedWOW products giving the prices of certain Advertisements and other details relating to all MedWOW services and products including SEO Services provided by local partners. "Register" means any one of the Domain Name registers, operated and maintained by a Registry, comprising a Domain Name and registrant data; "Registry" means any of the Domain Name registries or registrars operating under the ICANN protocols; "Service Month" relates to Advertisements made available to you on a monthly rolling basis and means the period of one month, starting on the start date of your Advertisement, and each subsequent period of one month after that. The start date of your Advertisement will be stated on your Advertisement Order. "Services" means the services we agree to perform under a Contract; "Third Party Data" means data we obtain for use under license from third party organizations and which may be used to assist in the provision of Services and which may be displayed to Users in association with other material relating to you including by way of example and not limitation cartographic data used to display location maps, 3D city models and street cam images; "us" means MedWOW, a company registered in Cyprus, "User" means a person who uses any MedWOW Online Site or any other website to which your Advertisement is syndicated or distributed; "Local Partner" means any company that works together with MedWOW on the sale of advertisements or the maintenance of MedWOW online sites locally in a particular geographical area.

2. The Contract, Commencement and Duration

2.1.When you order Services from us or through our local partner, you enter into a Contract with us. The Contract is made up of:
a. These Conditions;
b. The applicable Product Rules;
c. The Product Prices;
d. Confirmation of Order;
e. The Advertisement Order; and
f. User Terms and Conditions.

2.2.In the case of conflict between any of these documents, priority shall be given in the order in which they appear above. The Contract applies to the exclusion of all other written or verbal representations. Except as expressly provided in these Conditions, none of our employees or agents or local partners have the authority to agree to any change to a Contract, or make representations other than those contained within authorized MedWOW policies or materials.

2.3.The Contract shall not be formed unless and until our local partner or we send you a Confirmation of Order.

2.4.Unless you tell us otherwise, we will issue all information and other documents related to your Advertisements, orders and account (including, without limitation, your Confirmation of Order, invoices, statements, etc.) to your Online Account.

2.5.Unless it is terminated earlier in accordance with these Conditions, the Contract will continue for: a. In relation to each of the Services, the duration specified in the applicable Product Rules for such Services, such duration commencing on the Effective Date; or
b. Where no duration is specified in the applicable Product Rules or as in the case of the Keyword/Ranking Service, until the provision of the Services has been fulfilled; or
c. Where we have made an Advertisement available to you on a monthly rolling basis, indefinitely, until terminated by you or us, in accordance with the Contract.

3. Our Responsibilities

3.1Subject to these Conditions, we shall: a.Endeavour to make MedWOW available to Users; b.Endeavour to make any advertisement you have ordered available to people using the internet; and c.Provide or arrange the provision of the Services using the reasonable skill and care of a competent provider of services of the types of Services ordered. d.Where the Services are displayed on any mobile platform in relation to MedWOW such Services are provided at our absolute discretion on an "as is" basis with no guarantee, warranty or representation. We may display those Services in any format that we deem appropriate and we may change the format or appearance of such Services without notice including ceasing to provide such Services on any and all mobile platforms. e.We will Endeavour to ensure our local partners provide local services locally in the same quality as MedWOW provides them globally. 3.2As part of our MedWOW offering, we reserve the right to permit website users to place material on MedWOW (such material may include but shall not be limited to uploading user generated content). We will not edit, pre-vet or review such material but instead operate a notice and take down procedure where if you believe that any comment or review does not comply with the requirements of rules governing fair advertisements, as well as freedom of speech as designated by local laws, than we will review the material and, where we deem it appropriate, remove the material within a reasonable time. You acknowledge that this shall be the only remedy available from and provided by MedWOW regarding such material. 3.3If the site should be offline for up to 3 calendar days in a row there will not be a refund or extension of the listing period. Should however the site be offline for more than 3 calendar days in a row there will not be a refund but an extension will be added to the listing period.

4. Your Responsibilities

4.1Subject to these Conditions, you shall: a.Pay our Charges for each Service you have ordered in accordance with Conditions of payment;b.Provide to us any Content that we require from you (we may ask you to upload it via your Personal Zone);c.Where the nature of a Service requires your periodic attention, including without limitation file clearing and maintenance to your own computer hardware or systems to receive or maintain that Service, perform and take such appropriate steps;d.Even where we create the Advertisement for you, ensure that all Content provided to us by you is legal, decent, honest and truthful, and complies with: (i) The local codes of Advertising, Sales Promotion and Direct Marketing; (ii) any and all guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising, including, without limitation, both local advertising codes where your business is located as well as global advertising codes covering where your advertisement will be vided.e.Even where we create the Advertisement for you, you ensure that all Content provided to us complies in all respects with the provisions of all statutes and statutory instruments applicable to any Advertisement intended for display on a Service, (including without limitation) the Consumer Protection from Unfair Trading Regulations 2008, the Business Protection from Misleading Marketing Regulations 2008, the Trade Description Act 1968, the Consumer Credit Act 1974, as well as all local and global regulations.f.Ensure that all and any requests for Amendments to your Advertisement are made to MedWOW or our local partner in writing on your own business stationery (communications sent using corporate email accounts are acceptable), or by contacting MedWOW directly, or in the manner specified in the applicable Product Rules. MedWOW does not accept any liability or responsibility for failure to action a request for Amendment where such request is, in MedWOW's reasonable opinion, garbled, indecipherable, unclear or has not been received by MedWOW;g.Supply all Content in a suitable format as specified by MedWOW and the local partner.h.Ensure that the representative from your business that manages the Listing must be at least 18 years of age.i.Ensure that all electronic files have been produced using properly licensed software and are free from Malware.4.2To the extent that the provision of Services relates to an Advertisement, you grant to us the right to fully access, copy, store, compile, recompile and index such website and any data and copyright works comprised therein, or any portion thereof, by automated means including web 'spiders' or 'crawlers'. This grant shall apply notwithstanding any contrary terms and conditions which you may apply to such website from time to time. Your continued use of the Services shall constitute a waiver of any applicable contrary terms and conditions and any other rights you may have, contractual or otherwise, to restrict the rights granted to MedWOW under this clause you place an Advertisement Order or otherwise request the display of any Content, which consists of or includes manufacturers or suppliers that require authorization, you must within seven days upon request from us, provide or arrange the provision of: a.Proof that you are authorized by the manufacturer orb.Proof you are certified copy and authorized to represent a manufacturer or productc.Have an authorized person's written approvald.Have an explanation of the applicable exemptione.We may make such a request any time after submission of your Advertisement Order, until 24 months after the date on which your Advertisement was first displayed on our Service.4.4You hereby agree, undertake and warrant that if you place an Advertisement Order or otherwise request the display of any Content, which consists of or includes content governed by the CCAR: a.You hold any credit license as may be required pursuant to the Consumer Credit Act 1974;b.The final Content to be displayed by us in an Advertisement complies in each and every respect with the CCAR, and any amendments, re-enactments or substitutions in force as at the proposed date that the Advertisement is to be first displayed on the Service and has been certified as compliant and suitable for display on our Service by a person of appropriate expertise; andc.Any Annual Percentage Rate ("APR"), including any typical APR, in the Content:i.Has been calculated, as at the commencement date of the publication period set out in the CFSA Customer Declaration in accordance with the provisions of the CCAR and any amendments, re-enactments or substitutions in force; andii.Has been certified as correct and suitable for display on our Service in writing by a person of appropriate expertise such as your auditor, compliance officer or chartered accountant.You will notify us immediately if you become aware of any content in your advertisement that violates local or global customer credit acts. d.Further if you place an Advertisement Order or otherwise request publication of any Content, which consists of or includes content governed by the CCAR, within seven days of a request from us, you will provide or arrange the provision of:a.Proof that you are licensed by the Office of Fair Tradingb.A certified copy of the certificate of compliance in accordance a certified copy of the calculations carried out in accordance with Condition 4.6(c)(I) and the written certification in accordance with Condition 4.6(c)(ii).c.We may make such a request any time after submission of your Advertisement Order, until 24 months after the date on which your Advertisement was first displayed on our Service.4.5Even though a Contract is in place between you and us, we may refuse to publish any Advertisement or any part thereof where: a.We consider that the Content is contrary to or infringes the terms of any law or the right of any person or that it may mislead members of the public or that members of the public might find it offensive prejudicial or inflammatory or that it is likely to subject us to prosecution, criticism or embarrassment; and/orb.You have failed to provide any information or document requested by us pursuant to Condition 4.3 (a) and/or Condition 4.4;c.That has content or data which is gathered not in complaisance with local laws or violates any international trade agreement.4.6We reserve the right to delete any Proprietary Material from an Advertisement where we have reasonable grounds to believe that the owner or controller of such Proprietary Material has withheld or withdrawn permission for your use of the same. In these circumstances, deletion shall not be deemed to be a breach of our obligations under the Contract.4.7You warrant that, where any Advertisement contains indications, offers and promotions that are time sensitive including, by way of example and not by way of limitation, prices, those indications, offers and promotions will be presented in a way so as not to mislead users of our Services.4.8You take complete responsibility that you have followed all local laws in the gathering and compiling of the content of the advertisement or free listing.4.9You comply that you do not break any international trade regulations through the content of your advertisement or free listings.4.10You are responsible to provide a legal, authorized and registered contact telephone in which is either mobile, fixed or Internet based for contact in your advertisement.4.11a. We shall be entitled to pass details of your telephone numbers to the user. b.We have the right to proof your telephone numbers with any of our telecommunication suppliers.4.12We have made one or more Advertisements available to you on a monthly or yearly basis:
If you wish to change your package type or coverage area, or make any other change that affects the price of the Advertisement, then:
  • If you paid through the local partner, you will have to cancel and rebook.
  • If you paid through MedWOW online, you can edit the Advertisement through your personal zone.
  • If you cancel those Advertisements, and then wish to purchase additional Advertisements in the future you will be obligated to provide us with new relevant content and telephone number.

    5. Keyword/Ranking Advertisement Services

    5.1When you submit an Advertisement Order for the Keyword/Ranking Service, we may display, transmit and promote the Keyword/Ranking Advertisement and resulting visitors to your website shall have the right to access any material or services linked to/from that Keyword/Ranking Advertisement. 5.2For the purpose of these Conditions, the number of Click Through shall be exclusively calculated by us. Unless there is manifest error on our part, you acknowledge and agree that Click Through statistics provided by us are the official, definitive measurement of Keyword/Ranking Advertisement activity and that no other measurements or usage statistics (including those of a third party or your own) will be accepted by us. 5.3If a Keyword/Ranking Advertisement does not generate a Click Through within a six (6) month period from the commencement date of the then current Advertisement Order then we may at our discretion: (a) remove or otherwise prevent the display of the Keyword/Ranking Advertisement on our Services including, without limitation, and terminate the Contract relating to those Services. 5.4We will charge you each time Users Click Through to the website associated with your Keyword/Ranking Advertisement. Minimum bid prices apply to the Keyword/Ranking Service and are available on the product list. 5.5You accept that Keyword/Ranking Advertisements will be displayed against singulars, plurals, verb stems abbreviations or full forms associated with the keywords/Ranking product chosen by you unless otherwise agreed with you in writing. 5.6Keyword/Ranking Advertisements are intended as being factual summaries of the activities of your website. We are not responsible in any way for the website designated in respect of a particular Keyword/Ranking Advertisement and we shall not be liable to you for the consequences of any failure by you or of any other party in respect of the website designated in respect of a particular Keyword Advertisement. You accept that we have the right without reference to you, to remove characters from the submitted Keyword/Ranking Advertisement aimed at highlighting it, to modify the submitted Keyword/Ranking Advertisement for spelling mistakes, to modify the Keyword/Ranking Advertisement to conform with our guidelines or to reject the Keyword/Ranking Advertisement (whether in whole or in part) if basic modifications cannot be made. You are solely responsible for all keywords that contribute to keyword/ranking, their associated matching options, listing copy and URLs, whether generated by or for you. 5.7You accept that where listings have been submitted to us or to the local partner in the local language, or where instructions have been given to the local partner or us to change the listings on your behalf, it is your sole responsibility to verify that modifications have been made correctly. You should advise us, or in the case of advertisement with the local partner in the local language, immediately of any error or omissions. 5.8We may investigate your online activities; account and any Advertisement Order that you place with us, for click-fraud or other such invalid click activity. You undertake to provide us with reasonable assistance in all such matters.

    6. Payment

    6.1 Save as set out in Conditions of payment, MedWOW or the local partner, will provide you with an invoice for the Charges and (in the absence of any other specific arrangement between you and us in relation to your Advertisement Order) you must pay us or the local partner the whole amount shown on demand.

    6.2 Unless you inform us otherwise, we will issue all information and other documents related to your Advertisements, orders and account (including, without limitation, your Confirmation of Order, invoices, statements, etc.) to your Account.

    6.3 The invoice will be made available for you to access either through your Personal Zone or through the contracting local partner. Depending on the method of payment, either directly or through the partner, when done directly with MedWOW we will send you an email to let you know your advertisement is available. You are responsible for accessing your Personal Zone and checking your invoices.

    6.4 Charges for PPC/Impression Advertisements (banners) will be calculated by MedWOW by multiplying the PPC rate for the relevant Service by the number of views comprising the advertising period or period that you choose to display your Advertisement. Details of the then current view rate Charges will be made available to you upon request.

    6.5 The period of time a Listing appears on the global directory begins once the listing is published and appears online.

    6.6 If the advertiser should change the listing visibility status to 'not live' for any period of time, they will still pay for the full period of the listing with no adjustment to the listing period.

    6.7 Charges on the MedWOW Global site are in US Dollars, exclusive of any local VAT which may be applicable, if payable, will be added to your invoice and which you must pay in addition.

    6.8 In the case of invoicing being done by our local partners, the invoice will be calculated in the local currency, as agreed upon the pricing between the local partner and MedWOW. This price excludes local VAT, which is applicable and added to your invoice.

    6.9 MedWOW is not responsible for fluctuation in currency rates. All rates on the global site are calculated in USD or in the case of a local partner in local currency. The advertiser is responsible for currency fluctuations and conversion charges that may occur.

    6.10 Payment shall mean the receipt by us or the local partner at the principal place of business (or elsewhere as we may direct) of cash, a credit card payment or the crediting to our bank account of a check or money transferred electronically or through the clearing bank's BACS system.

    6.11 Listing payments will not change or be refunded if the listing only appears under some of the product categories and not all of them.

    6.12 If a reduction is shown in respect to a promotional offer on an Advertisement Order and you continue to meet all the terms of eligibility relating to that promotional offer then the Charges shall be reduced by the amount shown but not otherwise. Terms of eligibility of promotional offers will be made available on request.

    7. Limitation of Liability

    7.1You acknowledge and agree that computer and telecommunications systems are not uninterrupted or fault free and we do not make any representation or warranty in relation to such systems. You further acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrading may be required and we cannot therefore guarantee uninterrupted provision of Services. We will take all commercially reasonable steps to minimize any such periods of interruption or non-availability. 7.2You acknowledge and agree that we make no warranty and give no representation of any kind in relation to Third Party Data and we accept no responsibility or liability for inaccuracy in or arising out of Third Party Data. 7.3Nothing in the Contract shall limit or exclude liability in respect of death or personal injury caused by negligence, or fraudulent misrepresentation. 7.4We shall not be liable, to the maximum extent permitted by applicable law, for any of the following losses or damage (whether arising in contract, tort (including negligence) strict liability, or otherwise, and whether such losses or damage were foreseen, foreseeable, known or otherwise): 7.4.1Loss of revenue; 7.4.2Loss of actual or anticipated profits (including for loss of profits on contracts); 7.4.3Loss of anticipated savings; 7.4.4Loss of business; 7.4.5Loss of opportunity; 7.4.6Loss of goodwill; 7.4.7Loss of reputation; 7.4.8Loss of, damage to or corruption of data or software; 7.4.9Wasted expenditure; or 7.4.10Any indirect or consequential loss or damage (including, for the avoidance of doubt, where such loss or damage is of the type specified in Conditions 7.4.1 to 7.4.12). 7.4.11Any loss of damages incurred by our local partners. 7.4.12Any loss or damages incurred by the unavailability of the site 7.5Save as provided in Condition 7 our entire liability under the Contract shall not exceed the total Charges paid by you for the Service that is the subject of the claim. 7.6All conditions and warranties stated in the Contract shall replace all other conditions, warranties or other terms concerning the supply or purported supply of, failure to supply or delay in supplying the Services which but for this Condition 8.6 have effect between us and you or would otherwise be implied into or incorporated into the Contract, whether by statute, common law or otherwise, all of which shall be excluded to the maximum extent permitted by law (including, without limitation, the implied conditions, or warranties). 7.7Save as provided in Condition 7, if we make an error in, or omission of or from an Advertisement (provided that such error or omission does not arise as a result of a failure by you to comply with your obligations under the Contract), we will correct this as soon as reasonably practicable upon receipt of written notification and without charge to you. Save as provided above, this represents the full extent of our liability to you in respect of errors in or omissions from Advertisements. 7.8Save as set out in the Contract, if we fail to comply with our obligations under the Contract as a result of an event outside of our reasonable control, we will have no liability to you as a result of such failure. We will promptly notify you as soon as reasonably practicable (and in any case, within fourteen (14) days) and we will take all reasonable steps to eliminate or mitigate the consequences of such an event, and where relevant, resume performance of our obligations affected by that event as soon as practicable. 7.9We have no liability surrounding acts carried out by you the advertiser or the local partner, which may not meet any local or international laws, rules, regulations or restrictions.

    8. Indemnities

    You will at all times and on demand fully indemnify us and keep us fully indemnified from and against any losses, and/or liabilities in relation to any proceedings, claims, demands, damages, fines, costs, expenses and charges, which are incurred or suffered by us or our employees or agents arising out of your conduct, including, but not limited to, any breach of the Contract and claims threatened or made against us arising as a result of your non-compliance with any of your representations, warranties or obligations set out in the Contract.

    9. Changes to the Services

    We are committed to the constant improvement of our products and services. Notwithstanding our right to suspend or terminate the Services in accordance with these terms and conditions, we may modify MedWOW or any of the Services from time to time without prior notice but in so doing we will try not to diminish the value and utility of the Services to any material degree.
    We may from time to time amend these Conditions. The updated version of the Conditions will be made available to you on the website. You agree to visit MedWOW regularly to find out about any changes. If you do not agree with any legal change to these Conditions you may notify us in writing within fourteen (14) days of the date of the notice being posted to terminate the Contract. There is no refund on services provided during the termination period.

    10. Suspension of the Services

    10.1Without prejudice to any other rights we may have, we may suspend the Services in whole or part, and without notice, in circumstances where: 10.1.1We (in our sole discretion) consider the Advertisement or other material (including without limitation a web link or your linked website) is unlawful, misleading, offensive, prejudicial or inflammatory; is likely to expose us to claims or liability, lead us into prosecution, criticism, or disrepute or cause us embarrassment; infringes our rights or the rights of third parties or does not comply with our then current advertising guidelines and policies, if the display of an Advertisement or other material does or would, in our reasonable opinion, be likely to mislead, offend, or disadvantage a User or otherwise misrepresents the nature of the goods or service being advertised or the place or places from which you conduct business; or 10.1.2You fail to pay our Charges in accordance with our conditions 10.1.3We have reasonable grounds to believe that the rights' owner of any IPRs within the Content of your Advertisement or material has withheld, withdrawn or failed to give their permission for your use of the same; or 10.1.4You engage in any click fraud in respect of any Keyword/Ranking Advertisement, Banner or other pay-per-click Advertisement (whether yours or a third party's). 10.2You may notify us in writing that you want us to permanently remove your Advertisement from display on MedWOW or, from our partner websites.. We will Endeavour to action this request as soon as is reasonably practical. You are not discharged from your obligations to pay the full amount of the Charges contracted for, notwithstanding the removal of an Advertisement. 10.3Any period during which we may suspend the Services will continue until the circumstances giving rise to our right to suspend the Services ceases to subsist or until the Contract is terminated in accordance with these terms and conditions. 10.4In the event we take action under Conditions above, you will continue to be obliged to pay any Charges owing or that arise during the period when the Service is suspended.

    11. General Warranty and Grant of Rights

    11.1Without prejudice to your other rights and obligations, you represent, warrant and undertake throughout the term of the Contract that: 11.1.1You have and will have the authority to enter into the Contract and to perform your obligations in accordance with it; 11.1.2You are acting and shall act in a business capacity on behalf of your business and not as an individual or as a consumer; 11.1.3The Contract is entered into and shall be operated solely for legitimate business activities; and 11.1.4You have obtained and shall continue to hold all rights, permission and consents to enable MedWOW to use the Content (including any data or copyright works as referred to in Clause 4.2) and all IPRs in it, in accordance with these Conditions. 11.2You grant to MedWOW, its local partners, its agents and service providers, for the duration of your Advertisement, a worldwide, irrevocable, royalty free, fully paid up, transferable, non-exclusive license (and right to sublicense) to copy, reproduce, use, communicate to the public, publish, distribute, transmit, stream, download, adapt, modify and reformat all such IPRs and Content (including any data, copyright works and any other materials referred to in these terms and conditions) for the purposes of: a.Providing the Services to you; b.Displaying Advertisements (whether in whole or in part) by any means, and across any media whether now known or invented after the date of the Contract on products, services and information provided by MedWOW or their local partner which may include the display of your Content and IPRs on third party properties and platforms to whom we syndicate or otherwise distribute Advertisements; and c.Marketing, research and promotional activities. The rights hereby granted shall also include the right to link your Advertisement to, or present it in conjunction with, other material. 11.3The continued use of IPRs and Content and any other data and copyright materials referred to in accordance with these terms and conditions and beyond the term of the Contract shall not constitute an infringement or breach of contract where such use arises as a result of our continued use and supply or printed materials bearing the Advertisement. 11.4Where Content comprises in whole or in part material that has previously been published in other media such as, by way of example and not limitation, printed directories, you warrant that you have all rights, authority, licenses and consents necessary to reproduce that material in any other media channel requested by you. 11.5We may: 11.5.1Disclose to such persons as we reasonably consider being the owner of IPRs in Content provided by you, your intention to use such IPRs and you give your irrevocable consent to such disclosure; 11.5.2Ask you to provide us with suitable documentary evidence that will reasonably satisfy us of your entitlement to make use of IPRs, and to permit us to make use of IPRs on your behalf, and you agree to provide such evidence upon request. 11.6Nothing in these Conditions provides for any transfer or assignment of ownership of any IPRs. 11.7You acknowledge that MedWOW and its local partners own all IPRs in any MedWOW online vertical. 11.8Unless otherwise specified in the applicable Product Rules, all IPRs in Created Material shall be owned by us and our local partner, whether or not the Created Material is derived or developed from Material supplied as Content. 11.9Ownership of the IPRs in Created Material does not pass to you and you will not be entitled to use Created Material in any form or in any media unless otherwise provided in this Contract. 11.10Where you have provided MedWOW with a brief or instruction for the development of Created Material it is your obligation to ensure that the Advertisement incorporating the Created Material does not and will not during the term infringe, contravene or otherwise impair the rights of any third party.

    12. Termination

    12.1Without prejudice, as outlined in these terms and conditions under 12.2, we may terminate any or all of the Service or part thereof, at any time by providing you no less than 1 working days' notice of such termination. In the event of such termination, you will not be entitled to a refund of that part of any Charge you have already paid to us and which relates to a period after the date that the Services or part thereof have terminated. 12.2We may terminate all or part of the Services with immediate effect by giving written notice to you if: 12.2.1You commit a material breach of any provision of the Contract, or a series of breaches of the Contract which when taken together amount to a material breach of the Contract, provided that in the case of a breach which is capable of remedy you fail to remedy the breach within fourteen (14) days of receiving a written request to do so; 12.2.2You cease or threaten to cease to carry on the whole or any part of your business or are unable to pay your debts as they fall due; 12.2.3If you are a limited company, you convene a meeting of your creditors or a resolution is passed or proposed for your voluntary winding up or a petition for your compulsory winding up is presented or proposed; if you are a person, firm or a partnership, you, or any one of you, convene a meeting of your creditors or a resolution is passed or proposed for an individual voluntary arrangement for you or any one of you, or a petition for your, or any one of your, bankruptcy is presented or proposed; 12.2.4An administrator, receiver, manager or supervisor of a composition or scheme is appointed or applied for; by you or any one of you; 12.2.5You are the subject of a receiving order in bankruptcy (or in Scotland are sequestrated or in Northern Ireland are adjudicated bankrupt) or suffer execution, distress, any form of diligence or seizure to be levied or effected on or against your premises, assets or effects; 12.2.6We suffer from any event or circumstance which is beyond our reasonable control or which we could not reasonably be expected to have taken into account at the date of the Contract, and which results in or causes our failure to perform any or all of our obligations under the Contract; 12.2.7You engage in any click fraud in respect of any Keyword/Ranking Advertisement, Banner or other pay-per-click Advertisement (whether yours or a third party's); or 12.2.8You provide an address (including a branch address) that is not a genuine trading address. 12.2.9You provide a telephone number that does not genuinely represent a trading company 12.2.10You display content that is not in accordance with local or global regulations. 12.3Where Services are made available to you on a trial basis, you are entitled to terminate those specific Services upon giving notice to MedWOW on or before the opt-out date applicable to those Services. The opt-out date will be stated on your Advertisement Order. If we do not receive your notice of termination on or before the opt-out date then no further cancellation option is available to you for those Services. 12.4The Listing business chooses the duration of time their listing appears online, either on a monthly or annual basis. Should the business wish to break the listing agreement in the middle of the chosen time period, there will be no refund for the balance of the unused period. 12.5Where one or more Advertisements are made available to you on a monthly rolling basis, the term of the contract is indefinite, but you are entitled to cancel those specific Advertisements at any time upon giving notice to MedWOW. You must give us notice by contacting our customer services team during in accordance to local business hours and abiding by the cancellation policy. 12.6Conditions 2, 4, 6, 8, 11, 12, 14, 15 and 16 survive termination of a Contract.

    13. Unpaid Listings

    13.1We may offer your business free package advertising on MedWOW. Where the Services we provide relate to an Unpaid Listing, such Services are provided at our absolute discretion on an "as is" basis with no guarantee, warranty or representation of any kind. We may display the Unpaid Listing in any format that we deem appropriate and we may change the format or appearance of such Unpaid Listing without notice, including (without limitation) ceasing to provide such Services and/or the Unpaid Listing. 13.2If we offer your business an Unpaid Listing, then, notwithstanding anything else in these Conditions, and in return for providing the Services and the Unpaid Listing, you agree that all provisions of these Conditions which relate to Content, IPRs and your liability for failure to comply with them shall apply to the provision of the Services and the Unpaid Listing and you agree to be bound by those provisions. The Unpaid Listing shall be considered an "Advertisement" for the purposes of those provisions. 13.3If you purchase an Advertisement, that Advertisement may overwrite your Unpaid Listing, such that we provide the Advertisement instead of an Unpaid Listing.

    14. Renewals or Extension of Contract

    14.1By entering into a 12 month Contract for the Services set out on the Advertisement Order you agree to enter into a contract for advertising of an entry for THE NEXT AND FOLLOWING 12 month period unless you opt out, provided you give us a written notification that you opt out, the written notification must be received a minimum of 30 days before the end of the 12 month period or the contract will automatically renew for another 12 months. 14.2Cancellation policy is applicable only after the 12-month advertising period. 14.2.1The form and content of MedWOW on extension or renewal is materially the same as the form, content and distribution of MedWOW on formation of this Contract; 14.2.2The form and content of the later entry is materially the same as the form and content of the earlier entry; and 14.3In the event that you opt out or do not renew the Contract and you wish to advertise with us, a new Contract on a new Advertisement Order will be required.

    15. Unsolicited Goods and Services Act 1971

    15.1You acknowledge and agree that any Advertisement Orders requiring the inclusion of an Advertisement or other details relating to you in a Database may constitute an entry in a directory within the meaning of Section 3 of the Unsolicited Goods and Services Act 1971 as amended from time to time and that the Advertisement Order shall be construed as the note of agreement or electronic communication required by the same Section 3. 15.2Once the data is entered into the database it becomes part of the public domain and MedWOW has no liability to its use. 15.3By entering into the MedWOW directory you give MedWOW the right to use the data for commercial purposes.

    16. Ethical Standards

    16.1You shall, and shall make sure that your officers, employees, agents and service providers will: (a) at all times comply with all anti-corruption laws applicable to you, including, without limitation all local and global Bribery Acts and do not, directly or indirectly offer, promise or give (or agree to offer, promise or give) any financial or other advantage with respect to any matters which are the subject of the Contract and/or to obtain any benefit for MedWOW which would violate any anti-corruption laws applicable to you, MedWOW or your local partner. 16.2If you become aware of any breach or suspected breach of this clause 17, you must notify us promptly. We may immediately suspend operation of the Contract on written notice, pending investigation. You must assist us in any such investigation. 16.3If, in our reasonable opinion, you have breached this clause 16: (a) we may immediately terminate the Contract by giving you written notice; and (b) you shall indemnify us and hold us harmless on demand against any and all claims, demands, actions, proceedings, awards, compensation costs (including legal costs and disbursements on a full indemnity basis), expenses, damages, losses, fines, fees, costs and other liabilities of whatsoever nature brought against us arising out of or in connection with such breach.

    17. General

    17.1You shall not assign or otherwise dispose of all or any of your rights or obligations under the Contract without obtaining our prior written consent. 17.2Failure of either party to assert its rights in relation to any breach of the Contract shall not constitute a waiver of such rights, nor will any such waiver be implied. 17.3Each provision of these Conditions shall be construed separately and shall be severable from these Conditions. If any provision of these Conditions (or portion thereof) is invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of these Conditions will not be affected or impaired. 17.4The headings of these Conditions are for convenience only. 17.5Any communication to be given in connection with the matters contemplated by the Contract shall, except where expressly provided otherwise, be in writing and shall either be delivered by hand or sent by first class pre-paid recorded post (except that we may give such communications by email). Delivery by courier shall be regarded as delivery by hand. Any notices served under the Contract shall be deemed to have been served as follows: 17.5.1If personally delivered to the registered office of one of the parties, on delivery; 17.5.2If sent by first class pre-paid recorded post, 48 hours after the same was delivered to the postal authorities; and 17.5.3If sent by email, when sent (unless an "undelivered" report is returned to us within 24 hours of sending). 17.6Each party agrees that in entering into the Contract it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Contract or not) other than as expressly set out in the Contract for which its sole remedy shall be for breach of contract under the terms of the Contract. Nothing in this Condition shall, however, operate to limit or exclude any liability for fraud. 17.7A person who is not a party to the Contract shall have no right to enforce any of its terms. We contract in our own name, on our own behalf and for the benefit of all local partners of MedWOW. Each local partner of MedWOW shall be entitled to enforce the terms of this Contract in its own right. 17.8The Contract constitutes the entire agreement between you and us with respect to the subject matter hereof, and supersedes all prior discussions, agreement or understanding between you and us. 17.9We may disclose to third parties any address at which you conduct business and which is known to us, whether or not the same is displayed in Advertisements. You consent to such disclosure. 17.10At our sole discretion we may accept requests to process Advertisement Orders by electronic means and other technologies (whether now known or invented in future) provided always that you fully comply with our guidance and instructions applicable to those processes. MedWOW is neither liable to you, nor responsible for: (1) incomplete, lost, garbled, or misdirected Advertisement Orders; or (2) your failure to fully comply with guidance and instructions issued by us.

    18. Governing Law and Jurisdiction

    The Contract is made and under the laws of Cyprus, with all amended terms & conditions by local partners applicable to local laws and jurisdiction.