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HomeMy Public PortalAbout015-2006 Park & Pal ItemPALLADIUM -ITEM ONLINE ADVERTISING AGREEMENT P.O. Box 308, 1175 North A Street, Richmond, IN 47374 (765) 962-1575 �--i(� C Account Number �� �I J This agreement is de o the (Name & Address P I c, da f I year between the Palladium-Iten�{be einafter c@IIe0i�W Company) and �nVv,ovt\ _�\ r Q C� g:!! \_ � r�� (hereinaftet called the Advertiser). The term of this agreement ("Agreement") ("contract period") and terminate on —.*-A The Customer agrees to purchase l I 1 day, 6 year, of period 3 The Advertiser and theCompany hereby agree that this Agreement shall be governed by the following additional terms and conditions: 1. Payment. Payment by Advertiser is due within fifteen (15) days after receipt of an invoice by Advertiser. In the event any amount is not paid by Advertiser when due, such amount shall bear interest at the rate of 1 and 1/2% per month or the maximum amount permitted by law (whichever is lower), computed from the original due date until paid 2. Invoices. Invoices shall contain: (a) the dates and times upon which Advertiser's advertising material was displayed and could be accessed on Company's web site(s), (b) where applicable, the number of impressions, and/or click-throughs reported during such dates, and (c) the charge to Advertiser. The invoice shall serve as Company's certificate of performance. 3. Advertising Agencies. If Advertiser is using an advertising agency for the purposes of this Agreement, Advertiser and such agency (the "Agent") shall be jointly and severally liable hereunder, and Company may pursue any applicable remedies in the event of default of this Agreement against Agent or Advertiser or both without any requirement of first seeking a remedy from one or the other. The person or entity signing this contract on behalf of Advertiser warrants that such person or entity is duly authorized and has the full power to bind Advertiser to this contract, and agrees to indemnify and hold Company and its subsidiaries and affiliated companies, and all of their respective employees, officers, directors, agents, successors and assigns, harmless from any and all claims, losses, damages or costs (including reasonable attomeys' fees) arising out of a breach of the foregoing warranty. Advertiser shall be solely responsible for any commission or other payment due to Agent. 4. Expenses. All expenses connected with the delivery of advertising material or other web content to Company and the return of such materials from Company (if return is directed in writing by Advertiser) shall be paid by Advertiser. Company may dispose of any advertising materials delivered to it unless acceptable prepaid return arrangements have previously been made. 5. Ownership. All advertising material or other content which represents the creative effort of Company and/or the utilization of creativity, illustrations, labor, composition or material furnished by it, is and remains the property of Company, including all rights of copyright therein. Advertiser understands and agrees that it cannot authorize electronic, photographic or other reproduction, in whole or in part, of any such material for use in any other medium without Company's prior written consent. 6. Information Relating to Users. Any information collected by Company or its site vendors relating to users or subscribers to the Company's site (including without limitation any personally identifiable transactional data (i.e., "clickstream" data) or demographic information relating to users of the site) shall be the property of Company and Advertiser shall not obtain any rights in such information by virtue of this Agreement. 7. Technical Quality. Company is not be responsible for any material that is not properly displayed or that cannot be accessed or viewed by any user because the material was not received in the proper form, in a timely manner, or in an acceptable technical quality for display on the site(s), or is not compatible with any software or hardware used by Company or its site vendors. 8. Default by Advertiser. Company may terminate this Agreement at any time upon notice to Advertiser in the event of default by Advertiser in the payment of any invoice or any other breach of the terms of this contract. Upon such termination, all charges for services completed hereunder shall become immediately due and payable, including interest on any sums not paid when due, as provided in paragraph 1 of these Terms and Conditions. Notwithstanding anything in this Agreement to the contrary, any termination or cancellation of this Agreement shall not release Advertiser from its obligation to make payment for all Advertisements that have been displayed on the Company's site(s) or for other charges as provided herein incurred prior to the date such termination or cancellation becomes effective. 9. Failure to Display Advertising Material. If, due to public emergency or necessity, force majeure, restrictions imposed by law, acts of God, labor disputes or for any other similar or dissimilar cause, including mechanical or electronic failure or breakdowns, there is an interruption or omission of the display of any Advertisement(s) or other web page material contracted to be displayed hereunder, Company may suggest a substitute time period for the display of the interrupted or omitted Advertisement or material. Alternatively, in cases where Advertiser is paying on a fixed fee basis or has paid in advance, and if no such substitute time period is acceptable to Advertiser in Advertiser's good faith business judgment, Company shall provide a "make good" reduction in the amount of fees due to Company (or credit of fees already paid) equal to the proportionate amount of money assigned to the interrupted or omitted display of Advertisement(s) or other material. Such substitution in time period or reduction in fees shall be Advertiser's sole remedy for any failure to display advertising material and Company shall have no further liability. 10. Removal or Change of Content on the Site(s). Company may, in its sole discretion, remove any of Company's site(s) or portions thereof, or change the content or the nature, subject matter, design, structure or feel of any of the content areas on such site(s) covered by this contract with or without cause, in Company's sole discretion. If any such removal or changes can be reasonably expected to alter the value of the Advertisement(s) on such site(s), Company will promptly notify Advertiser, in advance if practicable. If Advertiser and Company cannot agree upon a satisfactory substitute time period and position to display any Advertisement affected due to such removal or change, Advertiser may cancel this Agreement with respect to such Advertisement(s) and shall not have to pay (or shall receive a refund) for the canceled display. Such cancellation shall be Advertiser's sole remedy and Company shall have no further liability whatsoever. Company may also change the URL for any site upon reasonable notice to Advertiser. 11. Change in Law. In the event of a material change in law, government policy or regulation that effectively prevents a party from lawfully performing any of its obligations under this Agreement, the parties shall negotiate in good faith to reform or amend this Agreement so that performance may be made possible. If the parties are unable to reform or amend the Agreement in a mutually acceptable manner within 30 days of the date of such change, then this Agreement shall terminate automatically, without any penalty or further liability to either party. 12.Rates. Company reserves the right to increase its rates under this Agreement from time to time upon at least 30 days prior written notice to Advertiser. If Advertiser objects to such rate increases, it shall have the option to discontinue display of Advertiser's material on the site(s) by giving written notice to Company prior to the date that such rate increase is to become effective. Advertiser's right to discontinue the display of its Advertisement(s) or other material shall be its sole remedy in the event of such rate increase. If Advertiser does not discontinue display of its Advertisements, then Advertiser shall be subject to the increased rate. 13. Reservation of Rights. Company may, in its sole discretion, edit, classify, or reject at any time any advertising or other material submitted by advertiser or Agent. 14. Representations and Warranties. Advertiser represents and warrants that all advertising or other material it supplies to Company (a) is original and shall comply with all applicable laws, rules, and regulations, and (b) does not contain libelous or slanderous material, or violate the personal or proprietary rights of any person or other entity (including without limitation rights of copyright, trademark, privacy or publicity). 15. Indemnity. Advertiser hereby agrees to indemnify and hold Company, its site vendors, Gannett Co., Inc., and its subsidiaries and affiliated companies, and their respective employees, officers, directors, agents, successors and assigns (each an "Indemnified Party"), harmless against all claims, losses, damages, and costs (including reasonable attorneys' fees), resulting from (a) the display of any Advertisement or other material (including without limitation claims that the Advertisement or material contains libelous or slanderous material, or violates applicable law or the personal or proprietary rights of any person or other entity, or claims based on Advertiser's negligence or strict liability for a defective product), or (b) the breach of any representation or warranty made by Advertiser in this Agreement. Advertiser shall defend at its own expense any litigation instituted by any person or entity against an Indemnified Party resulting from a claim covered by the preceding sentence. An Indemnified Party shall have the right to defend such litigation jointly with Advertiser. The provisions of this paragraph 15 shall survive any termination or expiration of this Agreement. 16. Music Performance Rights. If any Advertisement or material provided by Advertiser contains music not covered by a blanket license held by Company, Advertiser shall obtain and furnish to Company suitable written permission for the use of such music. Company shall have the right, but not the obligation, to omit music which does not comply with this requirement. Advertiser's failure to provide the written permission required herein shall in no way alter, lessen, or diminish Advertiser's obligation to indemnify Company hereunder. 17. DISCLAIMER; LIMITATION OF LIABILITY. COMPANY MAKES NO WARRANTIES EXPRESS OR IMPLIED, AND COMPANY SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO ADVERTISER OR ANY OTHER PERSON WITH RESPECT TO ANY LIABILITY, LOSS OR DAMAGES, INCLUDING, WITHOUT LIMITATION LOSS OF PROFITS OR SPECIAL OR CONSEQUENTIAL DAMAGES, CAUSED BY OR ARISING OUT OF, EITHER DIRECTLY OR INDIRECTLY, ANY BREACH BY COMPANY OF ANY OF THE TERMS OF THIS AGREEMENT, OR IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH ANY ADVERTISEMENT OR OTHER MATERIAL DISPLAYED ON COMPANY'S OR ADVERTISER'S SITE(S), THE MANNER IN WHICH ANY MATERIAL IS DISPLAYED ON COMPANY'S OR ADVERTISER'S SITE(S), OR THE FAILURE TO DISPLAY ANY ADVERTISEMENT OR OTHER MATERIAL ON COMPANY'S OR ADVERTISER'S SITE(S). SPECIFICALLY, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY ADVERTISEMENT(S) OR OTHER MATERIAL WILL BE DISPLAYED ON COMPANY'S OR ADVERTISER'S SITE WITHOUT INTERRUPTION OR ERROR. IN No EVENT SHALL COMPANY'S LIABILITY FOR ANY REASON OR UNDER ANY THEORY EXCEED THE AMOUNT PAID TO IT BY ADVERTISER UNDER THIS AGREEMENT. 18. Level of Audience. Unless otherwise specified in this Agreement, Company does not guarantee any minimum level of audience, or minimum number of impressions or click-throughs with respect to the Advertisement(s) or other material provided by Advertiser. 19. Taxes. In the event that any federal, state or local taxes are imposed on the display of Advertisements or other material on the site(s), such taxes shall be assumed and paid by Advertiser. 20. Extension. Upon mutual agreement of the parties evidenced by a written document signed by both parties, this Agreement may be extended to cover additional Advertisements, material or time periods upon the same terms and conditions. 21. Corrections or Modifications. Unless Advertiser is provided by Company with password -protected access to its site, Advertiser agrees that all desired corrections and modifications to the Advertisement(s) or other material shall be submitted to Company for inclusion on the site and that Advertiser will not perform HTML code modifications itself, either directly or through the use of any HTML editing software program, nor will Advertiser permit any other individual to make such modifications. 22.Third Party Beneficiaries. Advertiser acknowledges and agrees that the disclaimers and limitations of liability made by Company, and the representations and warranties made by Advertiser in this Agreement, including without limitation the provisions of Sections 7, 9, 14, 15, and 17, shall apply to Company's vendors as intended third party beneficiaries of this Agreement. 23.Miscellaneous. (a) This Agreement may not be assigned or transferred by Advertiser without obtaining the prior written consent of Company. Company is not required to display any Advertisement or other material for the benefit of any person or entity other than Advertiser. (b) Failure of Company to enforce any provision of this Agreement shall not be construed as a general relinquishment or waiver as to that provision or any other provision hereof. (c) This Agreement contains the entire understanding between the parties relating to the subject matter herein contained, and no change or modification of any of its terms and provisions shall be effective unless made in writing and signed by both parties. Any language contained in any letter, purchase order or other form relating to the subject matter for this Agreement shall be of no force or effect. In the event of any conflict between the terms of this Agreement (including these Additional Terms and Conditions) and the terms of any Exhibit attached to it, the Exhibit shall be controlling. (d) This Agreement is to be interpreted and enforced in accordance with the laws of New York applicable to Agreements executed and to be fully performed therein (without reference to conflict of law rules). (e) The terms of this Agreement may be subject to a satisfactory credit check on Advertiser and/or Agent. Company may request advance payment for any Advertisement(s) or other material provided by Advertiser or Agent if periodic credit checks are not satisfactory. PALLADIUM -ITEM ADVERTISER / By (Account Executive)' Customer Signature Online Manager Customer Name Ad Director Title Controller ,a -New Publisher: w ' ❑Renewal Corttr_n�.cf- "; 15$$(,106