last updated: 01/07/2023
1. These terms and conditions cover all purchase orders entered into between Sales Agency, LLC. (“Publisher or Sales Agency”), and client(s) (“Advertiser(s)”), and shall be deemed incorporated into each purchase order signed by Sales Agency. This document shall constitute the entire agreement between Sales Agency and the client. All campaigns are accepted according to provisions of this agreement. Neither party will be bound by the conditions printed or appearing on order blanks or copy instructions that conflict with the provisions of this agreement.
2. Advertiser(s) agrees to indemnify and hold Sales Agency and its affiliates and its and their respective employees, agents, officers, and directors (collectively, “Indemnitees”) harmless from and against any and all liability, loss, cost, damage, expense, claim or cause of action, including reasonable legal fees and expenses, arising out of or related to this agreement. Sales Agency represents and warrants that it has the right to distribute on behalf of Advertisers.
3. This Insertion Order is placed with Sales Agency as an order confirmation for Advertisers’ media placement within the Publisher’s network of products. Payment is to be delivered before any campaign begins unless determined and agreed upon by Sales Agency. If the Advertiser defaults on payment to Sales Agency said advertiser is to be held solely responsible. Any and all expenses incurred to recover monies owed will be imposed upon the Advertiser as well.
4. Sales Agency will use commercially reasonable efforts to deliver the media evenly across the term, starting with the start date and ending with the end date set forth in the purchase order. Publisher represents that it has sufficient inventory available to deliver the media contracted in the purchase order. Sales Agency’s ad server will be the official counter for determining the number of ads/leads delivered and click-through/opt-in statistics for all billing. Sales Agency and Advertiser agree to no more than a 10% variance in discrepancy from Advertisers reporting/counter. Advertisers must provide written notice via email of discrepancy in reporting within 72 hours of each lead being recieved, if no written notice is received, the lead is accepted by Advertiser and will be billed according to this agreement.
5. Sales Agency reserves the right not to publish any proposed advertisements, provided, however, that in the event Sales Agency does not object to any proposed advertisements, this agreement and any campaign that has commenced may be terminated only after 24 hours written notice by either party. Cancellations will take effect 24 hours from the date of written notification. Any changes to an Insertion Order or to the advertising programs contemplated by an Insertion Order must be submitted in writing to Sales Agency and will be effective 24 hours after receipt of such changes by Sales Agency. In the event Advertiser cancels any advertising program(s), Sales Agency makes no guarantees as to the number of impressions served subject to the provisions of paragraph 3 above, shall be responsible for impressions served.
6. UNDER NO CIRCUMSTANCES SHALL ANY OF THE INDEMNITEES BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT Sales Agency HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED FOR HEREIN. IN ADDITION, NEITHER Sales Agency NOR ANY OF THE INDEMNITEES SHALL BE LIABLE FOR THE CONTENT OF ANY ADVERTISEMENTS PROVIDED BY THE ADVERTISER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL Sales Agency OR ANY OF THE INDEMNITEES BE LIABLE FOR MORE THAN THE LESSER OF (A) THE AMOUNT ACTUALLY PAID TO Sales Agency BY ADVERTISER FOR THE MONTH PRIOR TO THE MONTH IN WHICH THE CLAIM WAS MADE AGAINST Sales Agency BY ADVERTISER AND (B) $5,000. Sales Agency ON BEHALF OF ITSELF AND THE INDEMNITEES, MAKES NO REPRESENTATION, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING Sales Agency’S SERVICES OR ANY PORTION THEREOF OR THE AVAILABILITY THEREOF FOR ANY REASON, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Sales Agency SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING (I) THE NUMBER OF PERSONS WHO WILL ACCESS THE IMPRESSION AND (II) ANY BENEFIT Sales Agency MIGHT OBTAIN FROM DISPLAYING THE IMPRESSIONS.
7. Sales Agency shall use commercially reasonable efforts to ensure that its system remains in operation and that the advertisements are not placed in any context that harms the goodwill or reputation of the advertiser or that disparages or brings any advertiser into disrepute, including, but not limited to web sites that contain indecent, illegal, misleading, harmful, abusive, harassing, libelous, defamatory, or other offensive materials. If Advertisers request that advertisements be removed from or not placed in any such context, Sales Agency will use commercially reasonable efforts to comply with such request promptly. Furthermore, Sales Agency will not display any “Creatives” that contain or advertise adware, spyware, silent installs, Trojans, viruses, and may not be bundled on top of Sales Agency if installed.
8. Neither party shall be liable for delays in delivery and/or non-delivery in the event of an act-of-god, action by any government or quasi-government entity, fire, flood, insurrection, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption, of any kind, work slow down or any conditions beyond the control of such party affecting the ability to perform under this agreement in any manner.
9. This Agreement will be construed in accordance with and governed by the laws of the state of Florida, without regard to principles of conflicts of law and the parties consent to the exclusive jurisdiction of state and federal courts located in Orange County, State of Florida in connection with any action, suit or proceeding concerning this agreement.
10. By executing this Agreement, Advertiser warrants that Advertiser (or Authorized Representative of Advertiser) is at least 18 years of age and that there is no legal reason that the Advertiser cannot enter into a binding contract.
11. Advertiser shall not release any information regarding Campaigns, Creatives, or Advertiser’s relationship with Sales Agency or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of Sales Agency. Sales Agency shall have the right to reference and refer to its work for, and relationship with, Advertiser for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of Sales Agency and the Advertiser.
12. In This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive the expiration or early termination of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither Sales Agency nor Advertiser shall hold itself out as the agent of the other, except for that specified in this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment, or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the Sales Agency’s website Advertiser interface are explicitly bound by this Agreement.
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