The following terms and conditions (“Advertiser Terms and Conditions”) govern the placement and delivery of advertising (“Ad”) as set forth in the Insertion Order submitted by the Advertiser. The Advertiser Terms and Conditions and any associated Insertion Order or Insertion Orders are collectively referred to herein as the “Advertiser Agreement”.
This Contract shall commence on the date on which you Accept these Conditions upon signing the contract with MoreCommision Advertising LLC (referred as MoreCommision) and shall remain in full force and effect unless and until terminated by either Party in accordance with the terms of the Contract.
2.Scope of Work
During the term, MoreCommision shall provide Advertiser with marketing communications and advertising consulting services for a mutually agreed upon price. In addition to the terms set forth in this Agreement, any terms set forth in a Cost Estimate that is signed by Advertiser shall be incorporated into this Agreement.
Invoices will be sent by MoreCommision at such times as provided in the Insertion Order, or otherwise from time to time according to MORECOMMISION’s normal billing procedures. Invoices will be sent to the billing address of the Advertiser or Agency, as applicable and as set forth in the Insertion Order. Failure by MORECOMMISION for whatever reason to send a timely invoice will not affect Advertiser’s obligation to pay for any Ads placed in accordance with the Insertion Order.
4. Payment Terms
Payment is due within thirty (30) calendar days following the date of invoice, unless MoreCommision explicitly agrees otherwise in the Insertion Order. Payment not made within Seven (7) business days of the due date shall accrue interest at the rate of 1.5% per month, or if less, the highest rate permitted under law. All costs of collection, including reasonable legal fees and expenses, incurred by MoreCommision shall be borne by the Advertiser. The Advertiser shall pay all sales, use, excise and other taxes which may be levied upon either party in connection with this Advertiser Agreement, except for income taxes.
5.Liability of Payment
In the case of any Agency listed on the Insertion Order, MoreCommision will hold Agency and Advertiser jointly and severally liable for payments. Should sums not have been cleared to Agency, Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis. Upon MoreCommision’ s request, Agency will make available written confirmation of the relationship between Agency and Advertiser. Such confirmation will include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the Insertion Order and confirm these Advertiser Terms and Conditions. In addition, upon the request of MoreCommision, Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the Insertion Order. Agency’s credit is established on a client-by- client basis. MoreCommision shall have the right to reassess the Agency’s credit to the extent Agency fails to clear the Advertiser’s proceeds including in relation to the credit of other advertisers’ that may be represented by such Agency. If Advertiser’s or Agency’s credit is or becomes impaired, MoreCommision may require payment in advance.
6. Advertiser and Agency Representations and Warranties
The Advertiser, and any Agency listed on the Insertion Order on its behalf, is responsible for any liability arising out of or relating to any Ad and Advertising Materials provided by the Advertiser or Agency hereunder and any material to which users can link through such Ad (“Linked Content”). The Advertiser represents and warrants that no part of the Ad, Advertising Materials or Linked Content will: (a) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. The Advertiser, and any Agency listed on the Insertion Order on its behalf, further represents and warrants that the product or service that is being promoted through any campaign hereunder is not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities. Further, Agency, if any is listed in the Insertion Order, represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to these Advertiser Terms and Conditions and the Insertion Order, and that all of Agency’s actions related to these Advertiser Terms and Conditions and each Insertion Order will be within the scope of such agency, and Agency will defend, indemnify, and hold harmless MoreCommision, MoreCommision Affiliates and its and their affiliates and representatives from claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from Agency’s alleged breach of the foregoing sentence. MoreCommision reserves the right to reject or remove the placement of any Ad (or any part of any associated Advertising Materials) or URL link embodied within an Ad at any time in the event MoreCommision determines in its sole reasonable discretion that such Ad or Linked Content does not meet its standards or comply with the Insertion Order or with any applicable law, rules, regulation, industry guidelines or policies, or other judicial or administrative order, or that such Ad (or associated Advertising Materials) or Linked Content is unlawful or inappropriate or may tend to bring, disparagement, ridicule, or scorn upon MoreCommision or any of the MoreCommision Affiliates or any of the publishers or their sites in the MoreCommision publisher network. MoreCommision also reserves the right to demand third party verification for any claims made in any Ad and to terminate this Advertiser Agreement if such verification is not promptly provided or is unsatisfactory, in MoreCommision’ s sole discretion.4
“Confidential Information” means all oral or written information that is identified as confidential and is provided by one party to the other. Neither the Advertiser nor MoreCommision shall disclose or use the other party’s Confidential Information for any purpose other than the purposes contemplated by this Advertiser Agreement unless such disclosure or use is allowed by written permission of the other party. Notwithstanding any other provisions hereof, either party may disclose the other party’s Confidential Information to the extent required by applicable law, but only after five (7) business days prior written notification to the other party of such required disclosure. In the case of MoreCommision’ s Confidential Information, each of Advertiser and Agency acknowledges that MoreCommision and MoreCommision Affiliates work with and will place the Ads on third party publishers’ websites and sub-networks within the MoreCommision publisher network. The identities of the publishers in the MoreCommision publisher network are considered MoreCommision’ s and MoreCommision Affiliates’ Confidential Information, and each of Advertiser and Agency agrees not to disclose or use such proprietary information other than in connection with engaging and working with MoreCommision under this Advertiser Agreement. Upon termination, cancellation or expiration of this Advertiser Agreement for any reason, or upon request by either party, all Confidential Information of the requesting party, together with any copies thereof, shall be returned to that party or certified destroyed, except that the parties may retain any electronic versions of any Confidential Information of the other party solely for archival or litigation purposes. The Advertiser’s Confidential Information shall remain the property of the Advertiser, and MoreCommision’ s Confidential Information shall remain the property of MoreCommision.
All marketing communication materials prepared by MoreCommision will remain the property of Agency 720, but Advertiser will have a limited license to use the same. Likewise, all commercials produced by a commercial producer who becomes a party to this Agreement will remain the property of such commercial producer, but Advertiser will have a limited license to use same. In either case, there may be limitations on Advertiser’s use and ownership of such materials because of the rights of third parties; during the term of this Agreement, MoreCommision will endeavor to keep you informed of any such third party rights and limitations, and, during and after the term of this Agreement, Advertiser will indemnify and defend MoreCommision against any claim that alleges the use of any materials by or for Advertiser was in a manner inconsistent with such rights and limitations. All databases of information and specialized database applications, software applications, computer programming and coding developed by or for MoreCommision (other than any confidential, proprietary information, programs, databases or applications specifically provided by Advertiser to MoreCommision in connection with MoreCommision’ s performance of services under this Agreement) will be and remain MoreCommision’ s sole and exclusive property.
9.Limitation on Liability, Disputes
In no event shall MoreCommision, its officers, directors, employees, or agents be liable to the Advertiser for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever relating to the Advertisement. Any liability by MoreCommision shall be limited to the amount paid for an Advertisement. The foregoing limitations of liability shall apply to the full extent permitted by law in the applicable jurisdiction. You agree that any dispute arising from, relating to, or in any manner connected with, this agreement shall be construed under and resolved in accordance with the laws of the District of Colorado, exclusive of its choice of law principles. Any such dispute shall be litigated only in the local or federal courts of the District of Columbia, to the personal jurisdiction of which you hereby consent. You agree that any cause of action against science arising from or related to an advertisement must commence within One (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
MORECOMMISION may terminate this Agreement immediately and without notice if Advertiser fails to pay any sum by any Payment Due Date, or breaches of any representation or warranty in these Standard Terms
Each of the Advertiser And any Agency agrees to indemnify, defend, and hold harmless MoreCommision Ltd and its affiliates, directors, officers, agents and representatives for and from any claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from or arising out of (a) the acts or omissions or breach of this Advertiser Agreement by the Advertiser or such Agency as applicable (including Advertiser’s Representations and Warranties set forth above), (b) the content or subject matter of any Ad or Advertising Materials, or (c) any violation of any applicable laws, rules, regulations, industry guidelines or policies, including without limitation relating to any end user or other data that it may collect or have collected in relation to the Ads placed according to the Insertion Order. 9.Miscellaneous
This Advertiser Agreement, including these Advertiser Terms and Conditions and associated Insertion Order(s), sets forth the entire agreement of the parties and supersedes all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Only a written addendum signed by both parties may change this. This Advertiser Agreement will be governed and construed in accordance with the laws of the state of Colorado, USA. The Advertiser and MoreCommision agree to submit to the exclusive jurisdiction of the courts of the state of Colorado. If any provision of this Advertiser Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Advertiser may not assign this Advertiser Agreement without the prior written consent of MoreCommision. MoreCommision may freely assign this Advertiser Agreement either (a) in whole or in severable part, to any MoreCommision Affiliate at any time without notice (including without limitation such that the assigning entity has no further rights and obligations and the assignee entity assumes all rights and obligations or such that both the assignee and assignor have full rights and obligations severally under this Advertiser Agreement) or (b) in connection with any corporate reorganization, stock purchase, merger, or sale of all or substantially all of the business and assets associated with the subject matter of the Advertiser Agreement. The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns. MoreCommision Affiliates shall be third party beneficiaries under this Advertiser Agreement including each Insertion Order and other than the MoreCommision Affiliates there are no third-party beneficiaries. The parties to this Advertiser Agreement are independent contractors, and no agency, partnership, joint venture or employee- employer relationship is intended or created by this Advertiser Agreement. This Advertiser Agreement may be executed by electronic signature (including click wrap) or by facsimile and may be executed in counterparts.