1. Parties
(a) CO2 Consulting Group, Inc. (Publisher) is the sole owner of all local, regional, and national "Website Directories" that exists within the "IntroLinks Network".
(b) The (Vendor) is a possible third party, person or company, that has an agreement with CO2 Consulting Group, Inc. that allows the Vendor to assist in the management of one or more of the Publisher's Website Directories.
(c) The (Advertiser) may, based on Publisher agreement and product availability, purchase Internet based advertising (Campaign) from the Publisher or Vendor.
2. Provision of Advertising Materials
Advertiser shall provide all materials for the advertisements (including GIF/JPG files if advertisement is a Banner Ad), must be delivered, at least 4 business days prior to the Campaign start date, to the email specified by and in accordance with Providers policies in effect. Banner Ads must be the correct size for the spot it will be placed, no more than 12KB(kilobytes) in file size and must NOT be animated. Publisher shall not be required to publish any advertisement that is not received in accordance with such policies.
3. Payments
All amounts payable by Advertiser pursuant to this order shall become due on the date this order is executed, unless indicated otherwise in this order. THE CAMPAIGN(S) SPECIFIED IN THIS ORDER WILL NOT START UNTIL ALL PAYMENTS FOR SUCH CAMPAIGN(S) ARE PAID IN FULL.
4. Amendments
An Internet Ad may only be amended by Advertiser without charge upon giving written notice to Publisher within 5 business days after Campaign has started and is available for viewing on the Publishers Directory. All other amendments to an Internet Ad may be subject to additional charge.
5. Cancellation
Any advertisements specified in this order will remain in-place for the term of the agreed campaign(s), pursuant to this contracts agreements, unless it is cancelled by the Advertiser upon fifteen days prior written notice to the Publisher. Upon any such cancellation, Advertiser shall not be entitled to a refund of any amount previously paid to Publisher.
6. Placement
The page and location in which an Internet Advertisement is placed shall be determined by the Campaign(s) specified in this order. Ad placement locations are subject to availability and no sales representative or third party can guarantee such availability. Publisher retains the right to deny any Ad placement at their sole discretion and without cause.
7. No Assignment or Resale of Ad Space
Advertiser may not resell, assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights shall result in immediate termination of this contract, without liability to Provider.
8. Rejection
Publisher retains the sole right, at its own discretion, to reject any Internet Ad for any reason and without cause. If any Ad is rejected by Publisher, Advertiser shall not have any recourse against Publisher for such rejection.
9. Proofs
Advertiser shall not be entitled to receive a proof of any Ad. Advertiser will have 5 business days from the start of the campaign to amend any errors or omissions on any such Ad.
10. Indemnification
You agree to indemnify and hold Publisher and their subsidiaries, affiliates, officers, agents, co-branders or other partners and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your advertising campaign with Publisher, your violation of this agreement, or your violation of any rights of another.
11. Taxes
Any sales, use or other tax imposed by any governmental authority on any amount payable by Advertiser in connection with this order or otherwise relating to this order shall be payable by Advertiser to Publisher upon demand.
12. Renewals
All campaigns will end and all Internet Ads will be removed as stated in this order. Advertiser will be notified 20 days prior to the end date of such Campaign. ADVERTISER MUST RENEW ANY CAMPAIGNS AND PUBLISHER MUST RECEIVE PAYMENT IN FULL FOR NEW ORDER AT LEAST TEN(10) BUSINESS DAYS PRIOR TO CURRENT CAMPAIGNS EXPIRATION. Publisher may pre-sell Ad locations 10 days in advance of Advertisers campaign end date, in which case, Advertiser will loose such Ad locations. Publisher retains the sole right, at its own discretion, to reject a renewal order for any reason and without cause. If any Ad is rejected by Publisher, Advertiser shall not have any recourse against Publisher for such rejection.
13. Collection Expenses
If Advertiser fails to pay any amount pursuant to this order, when due, Advertiser shall reimburse Publisher on demand for all costs and expenses incurred by Publisher in collecting such amount (including, but not limited to, all fees and disbursements of counsel). If Publisher uses an attorney to collect any amount becoming due pursuant to this order and such attorney is compensated on a contingency fee arrangement, Advertiser shall pay as fees of such council 25% of such amount. Advertiser shall also pay to Publisher on demand an amount equal to $30.00 for each check that is issued by Advertiser in connection with this order and that is returned unpaid for any reason.
14. Postponements and Cancellations
Publisher may, in its sole discretion, postpone or cancel any publication of any website, page of any website, location on any page, or any service to which this order relates. Publisher shall have no liability to Advertiser for doing so beyond refunding, or crediting the account of Advertiser for, any amount paid for the Service that is affected by such cancellation.
15. Disclaimer
PUBLISHER MAKE NO WARRANTY OR REPRESENTATION TO ADVERTISER WITH RESPECT TO THIS ORDER, ANY ADVERTISMENT, ANY SERVICE OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, ANY GUARANTY THAT ADVERTISER WILL EXPERIENCE ANY SPECIFIC RESULTS FROM ANY INTERNET AD OR SERVICE).
16. Liability Limitations
In the event (i) Publisher fails to publish an advertisement in accordance with the campaign schedule provided in the order, (ii) Publisher fails to deliver the number of total page views specified by the Campaign or in the order (if any) by the end of the specified period, or (iii) of any other failure, technical or otherwise, of such advertisement to appear as provided in the Campaigns in this order, the sole liability of Publisher to Advertiser shall be limited to, at Publisher's sole discretion, a pro rata refund of the advertising fee representing undelivered page views, placement of the advertisement at a later time in a comparable position, or extension of the term of the Campaign until total page views are delivered. In no event shall Publisher be responsible for any consequential, special, punitive or other damages, including without limitation, lost revenue or profits, in any way arising out of or related to the Campaign, Order, Terms and Conditions, or publication of the advertisement, even if Publisher has been advised of the possibility of such damages. Without limiting the foregoing, Publisher shall have no liability for any failure or transportation interruption of any kind, work slowdown or any other condition beyond the control of Publisher affecting production or delivery in any manner.
17. Miscellaneous
This order,
(a) shall be governed by, and interpreted in accordance with, the laws of the state in which Publisher has its principal place of business, with regard to principles of conflicts of law.
(b) except as provided in paragraph 5, constitutes the entire agreement between Publisher and Advertiser with respect to the subject matter of this order,
(c) supersedes all course of dealing and other conduct previously pursued, and each oral or written agreement and representation previously made, by Publisher with respect to such subject matter,
(d) shall be binding upon and insure to the benefit of Publisher and Advertiser, and the successors and assignees of Publisher and Advertiser, except that no right or obligation of Advertiser pursuant to this order may be assigned by Advertiser without first obtaining the written consent of Publisher, and
(e) may only be amended in a writing duly executed by Publisher and Advertiser.
