These Advertiser Terms and Conditions apply to advertising campaigns run by StrictlyVC, LLC (“Publisher”) on behalf of advertisers (“Advertisers”).
Advertiser grants Publisher a license to display, perform, publish, modify and transmit all advertising materials furnished for the purposes contemplated hereby. Publisher may, at its sole discretion, refuse to publish any advertising materials submitted to it or defer publication of any advertisement.
Payment is due upon receipt of invoice. Should any invoice become past due, Advertiser agrees to pay the costs of collection, including attorneys’ fees if incurred, together with interest at a monthly rate of the lesser of 1.5% or the greatest amount permitted by applicable law. Should any portion of an invoice be disputed, Advertiser agrees to pay the undisputed portion according to its terms pending resolution of the dispute. In addition to all other remedies, Publisher may suspend its performance if any payment is past due. Suspension will not relieve Advertiser of its obligation to pay in full.
Unless otherwise set forth in the invoice, Advertiser may not cancel any advertising purchased hereunder unless expressly permitted in writing by Publisher. No changes shall be effective unless in writing and signed by both Parties. Advertiser is responsible for delivering advertising materials on time as provided on the invoice or as otherwise specified by Publisher. Advertising materials will not be deemed delivered unless in a format specified or otherwise approved by Publisher. In the event advertising materials are late, Advertiser is still responsible for the media purchased pursuant to the invoice. Except as otherwise stated on the invoice or as mutually agreed upon by the parties, if advertising materials are received late, Publisher may run a Public Service Announcement (PSA) or house advertising as a replacement until the creative is received.
Representations, Warranties and Indemnity
Advertiser represents and warrants that publication by Publisher, in any currently existing or future formats or media, of any advertising materials submitted by or on behalf of Advertiser will not (i) violate any right of any third party, including, but not limited to, any copyright, trademark, patent or right of publicity or privacy, (ii) contain any statement that is false, misleading, deceptive, malicious or defamatory, (iii) violate any applicable law, rule or regulation, or (iv) contain any claims that are not supported by sufficient prior substantiation. Advertiser shall defend, indemnify and hold Publisher and its affiliates harmless against any and all claims, liabilities, costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Publisher or its affiliates in connection with a violation by Advertiser of any representation, warranty or covenant contained herein or arising out of the publication, display or distribution of any advertising hereunder.
Limitations on Liability
PUBLISHER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH AN INSERTION ORDER. IN THE EVENT OF ANY CLAIM AGAINST PUBLISHER HEREUNDER, PUBLISHER’S SOLE LIABILITY, AND ADVERTISER’S SOLE REMEDY, SHALL BE LIMITED TO, AT PUBLISHER’S OPTION, PAYMENT OF MONETARY DAMAGES, OR PLACEMENT OF ADVERTISING WITH A RATE CARD VALUE EQUAL TO THE LESSER OF ACTUAL DAMAGES OR AMOUNTS PAID BY ADVERTISER HEREUNDER. PUBLISHER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITATION OF THE FOREGOING, PUBLISHER SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM DISPLAYING THE ADVERTISING OR THAT THE ADVERTISING WILL BE ERROR-FREE. PUBLISHER DOES NOT ACCEPT SEQUENTIAL LIABILITY AND MAY HOLD ADVERTISING AGENCY AND ADVERTISER JOINTLY AND SEVERALLY LIABLE FOR ALL AMOUNTS DUE HEREUNDER. Publisher shall not be liable for any delay or default hereunder caused by conditions beyond Publisher’s reasonable control, including, but not limited to, acts of God, catastrophes, government orders or restrictions, technological failures or malfunctions, wars, insurrections, strikes or slow-downs, fires, floods, terrorist acts, accidents, riots, explosions, labor or material shortages, transportation disruptions.
In the event of any conflict between the rate card and an Insertion Order, the terms of the Insertion Order shall apply. No terms or conditions other than those set forth in an Insertion Order and the rate card shall be binding on Publisher unless expressly agreed to in writing by Publisher. All insertions, revisions, optimizations or cancellations hereunder must be delivered in writing. A copy of any notice to Publisher regarding the breach, modification or interpretation hereof shall be delivered by courier or certified mail to StrictlyVC, LLC, 1 Blackfield Drive, No. 239 Tiburon, CA 94920 USA or via email to email@example.com, provided that Publisher acknowledges receipt of email within two days. All agreements and invoices (i) shall be governed by and construed in accordance with the laws of the State of California, without giving effect to principles of conflicts law; (ii) may be amended only by written agreement executed by an authorized representative of each party; and (iii) constitutes the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties, with respect to the subject matter hereof.
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