| Advertiser/Sponsorship Terms and Conditions
COMPANY SERVICES This Agreement, in conjunction with a corresponding Advertising Order, shall constitute Advertiser's/Sponsor's, its clients' and agents' (herein collectively referred to as "Advertiser") understanding that YP Talk, its subsidiaries, affiliated limited liability corporations, successors and/or assigns (the "Company") sole obligation is to promote the Advertiser's marketing message by displaying press releases, banners, taglines, text links or articles (herein after referred to as "Creative") approved by the Advertiser on website(s) within the Company's products (the "Agreement"). The submission of a signed or confirming email Advertising Order by Advertiser to the Company is construed as an acceptance of all the rates, terms and conditions under which advertising is sold at that time. Any and all modifications to this Advertising Order are not valid unless acknowledged and accepted in writing by both the Company and the Advertiser. Unless otherwise specified on the Advertising Order, Advertiser agrees that the Company may, but is not obligated to, display Creative across the entire advertising network or on specific site(s). The Company may, at its option, modify the start date of a Campaign(s) if the creative or linking URL's: are not delivered on time, there are delays due to 3rd party ad-serving, inventory fluctuation or other issues that are out of the Company's control. All rates quoted herein through written communications, including email correspondence are only valid for thirty (30) days from the date of such statement. If no agreement is reached within this time frame the Company reserves the right to change the rates. DELIVERY MEASUREMENT STANDARDS The Company will use commercially reasonable efforts to deliver the Content stated in the Advertising Order in accordance with this Agreement and will use commercially reasonable efforts to deliver the Content beginning with the start date and ending with the end date, or ending with the number of clicks purchased and no set end date is scheduled, as set forth in this Advertising Order, and will make commercially reasonable efforts to provide such Content throughout the term of this Agreement unless otherwise instructed by the Advertiser, in writing prior to the Campaign start date. Unless otherwise agreed upon in writing, all invoices created by the Company for work performed and delivered shall be in accordance with measurement and tracking described in the Advertising Order. PAYMENT TERMS All payment terms will be agreed to in advance and noted in the Advertising Order. The Company is under no obligation to perform agreed upon services until payment is received. All payments must be made in U.S. funds. It is the Advertiser's responsibility to validate all Content placed on the Site. The Advertiser must report any discrepancies related to their campaign to info@YPTalk.com. All discrepancies related to any Advertiser's campaign must be reported within five (5) working days of the campaign start date. CREATIVE STANDARDS AND INDEMNIFICATION All advertisements are subject to the Company's approval. The Company reserves the right to reject, discontinue, or omit any Creative (as described under Company Services), or any part thereof. This right shall not be deemed to have been waived by acceptance or actual use of any Creative by the Company. The Company may reject any creative that the Company feels in not in keeping with reasonable standards outlined herein. The Company is not liable for errors in Creative position and/or placement, or typographic errors of any kind. If Advertiser intends to provide the Company with Creative via third-party tag, Advertiser agrees to provide the Company with a sample of each and all advertisements contained within the third-party tags. Failure to do so will be deemed a breach of this Agreement. In the event the Company's relationship with its affiliated partners is damaged or lost as a result of a breach of this condition, the Company reserves the right to recover any and all monetary damages. Advertiser agrees to confirm the correct function of all Creative supplied to the Company within twenty-four (24) hours of the Advertiser's campaign start. If no confirmation is received within this time frame, the Company will assume that the Creative is functioning properly. All problems related to creative should be immediately brought to the attention of the Publisher of newsletters. INDEMNIFICATION All Creative has been accepted and published to the representation that the Advertiser is authorized to publish the entire contents and subject matter thereof. Advertiser agrees to indemnify and hold harmless the Company, its affiliates or other Advertisers and their respective affiliates, employees, officers agents, directors and representatives ("The Company's Indemnified Parties"), harmless from all allegations, claims actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees, costs related to in-house counsel time, court costs and witness fees) (collectively referred to as "Losses") indemnify, defend, and save the Company harmless from any and all liability for any claim or suits for libel, defamation, violation of rights of privacy, plagiarism, attorney's fees, trademarks, copyright infringement, unauthorized content (including illustrations, text, representatives, sketches, maps, labels, or other copyrighted matter) contained in Creative or the unauthorized use of any person's name or photograph arising from the Company's reproduction and publishing of such Creative pursuant to the Advertiser's submission thereof. Advertiser understands that the Company in due diligence cannot monitor all of the Company's Sites and affiliate sites for appropriate content and the Company may not be held responsible for the content of any of the Company's Sites and/or affiliate sites. If the Advertiser reasonably determines that the placement of any advertisement by the Company hereunder harms the goodwill or reputation of Advertiser or disparages or brings Advertiser into disrepute, including, but not limited to association with web sites that contain indecent, illegal, misleading, harmful, abusive, harassing, libelous, defamatory, or other offensive materials, then the Company shall use commercially reasonable efforts to remove such advertisement promptly following Advertiser's notice thereof to the Company; provided, however, that if the Company reasonably believes that removal of an advertisement from a site will have a material impact on the Company's ability to deliver Content in accordance with the Advertising Order, the Company may condition such compliance on Advertiser providing an extension of the campaign dates. Advertiser guarantees that data regarding businesses or users gained by this campaign will be only used for legal purposes and Advertiser will indemnify, defend and hold harmless the Company's' Indemnified Parties from any and all losses, liabilities, claims, obligations, costs, expenses (including without limitation reasonable attorney's fees) Losses which result from any claim of damages brought or sought against the Company's' Indemnified Parties that alleges consumer data gained by this campaign was used for any purpose in violation of any applicable laws. The indemnity obligations of this paragraph are contingent on the Indemnified Parties of the Company giving prompt written notice of any such claim. Independent Parties of the Company will have sole control over the litigation or settlement of such claim. The provisions of this Paragraph shall survive the termination of this Agreement. AUTHORIZATION Unless specifically stated in the Advertiser's Order, Advertiser hereby authorizes the Company to promote and distribute Advertiser's campaign via any electronic media (including website placement, search listing, and/or email marketing) as the Company in its discretion deems appropriate to meet Advertiser's performance objectives. Advertiser agrees to allow and/or assist the Company to alter, resize or otherwise modify creative only as necessary for distribution through the various channels list above. LIMITATION OF LIABILITIES THE COMPANY SHALL NOT HAVE ANY LIABILITY TO THE ADVERTISER FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE COMPANY'S TOTAL OBLIGATIONS AND/OR LIABILITY CAN NEVER EXCEED THE CHARGE FOR THE ADVERTISEMENT IN QUESTION. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE COMPANY MAKES NO OTHER WARRANTIES TO ADVERTISER AND DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FORCE MAJEUR The Company is not liable for delays in delivery and/or non-delivery in the event of an act of God, actions by any governmental or quasi-governmental entity, Internet failure, equipment failure, power outage, fire, earthquake, flood insurrection, riot, act of terrorism, act of war, explosion, embargo, strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, or any condition beyond the Company's control affecting production or delivery in any manner. CONFIDENTIALITY Parties have disclosed or may disclose to each other information relating to each party's business (including, without limitation, data and other information pertaining to publisher sites, affiliates and vendors that are or have been part of the Company's Advertisers), all of which to the extent previously, presently or subsequently disclosed to each other in "Proprietary Information." Proprietary Information does not include information that each party can document (a) is or becomes (through no improper action or inaction of each party or it Representatives (as defined below)) generally known to the public, (b) was in its possession or known by it without restriction prior to receipt fro the other party or (c) becomes available to a party from a source other than the other party or its Representatives having no obligation of confidentiality. ("Representatives," when used with respect to either party, means that party's affiliates, agents, officers, directors, consultants and employees). Parties agree (i) to hold Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions each party employs with respect to its most confidential materials), (ii) not to make any use whatsoever at any time of such Proprietary Information, except for the purpose of evaluating the results of Advertiser's advertising campaign, (iii) not to copy any Proprietary Information for any purpose whatsoever without written permission for each party, and (iv) not to divulge any Proprietary Information or any information derived there from to any third party or employee, except those of each party's employees who have a legitimate "need to know" and are bound in writing to the restrictions herein. Each party will be responsible for a breach of this Agreement by any of its Representatives. Each party shall promptly notify the other party upon discovery of any unauthorized use or disclosure of Proprietary Information and will cooperate with the other party in every reasonable way to help regain possession of such Proprietary Information and prevent its future unauthorized use. PROPRIETARY RELATIONSHIPS The Company has proprietary relationships with its affiliates that further extend the Company's network. With the exception of reasonably documented, preexisting relationships with the Company's affiliates or relationships entered into in the ordinary course of Advertiser's business, Advertiser agrees not to solicit, induce, recruit or encourage, directly or indirectly, any affiliate or partner of the Company that the Advertiser knows, or has reason to know, for the purpose of offering to or receiving from products and/or services, including, without limitation, purchasing advertising directly from any of the Company's affiliates. Advertiser understands that in the event of a breach of the foregoing representations by Advertiser, the Company shall be entitled to injunctive or other equitable relief as a remedy therefore, without the necessity of posting a bond with respect thereto. Any such relief awarded shall be in addition to any appropriate relief which may be awarded in the form of monetary damages, and the Company shall be entitled to monetary damages to the fullest permitted under applicable law. The foregoing remedy is a material, bargained for basis of this Agreement and has been taken into account in each party's decision to enter into this Agreement. CHOICE OF LAW AND VENUE It is agreed by both parties that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be exclusively governed by North Carolina law without respect to conflict of law provisions. The parties further agree to submit to personal jurisdiction in the courts of the State of North Carolina as such courts shall serve as the exclusive venue for all dispute resolution. The prevailing party of any litigated dispute arising out of or relating in any way to this Agreement shall receive its reasonable attorneys' fees, costs and expenses incurred resolving the dispute as part of the judgment. PRESS RELEASES Advertiser is willing to collaborate with press releases and/or be mentioned as a new client in a Company's press release. ENTIRE AGREEMENT This Agreement, together with the Advertising Order, which is incorporated herein by reference, constitutes our entire agreement, supersedes all prior oral and written agreements, and may not be amended or modified except in writing being acknowledged and accepted by both parties. This Agreement may be executed in any number of counterparts, facsimile copies, or email confirmations, each of which shall be deemed an original, and all of which together shall be deemed one and the same instrument. In the event, that any of the provisions included herein are held to be unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any notice or report required or permitted by the Agreement shall be made by United States mail, facsimile to then operating facsimile number or business address, or verifiable email. Failure of either party to require strict performance by the other party of any provision shall not affect the first party's right to require strict performance thereafter. Waiver by either party of a breach of any provision shall not waive either the provision itself or any subsequent breach. SURVIVABILITY Sections "Limitations of Liability", "Indemnification", "Confidentiality" and "Choice of Law and Venue", shall survive in perpetuity after the termination of this Agreement by either party; "Proprietary Relationships" shall survive for six (6) months from such termination. |