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The Bankquet Contract Form
Date Format: MM slash DD slash YYYY
Authorized Signer Name
Address Line 2
District of Columbia
Armed Forces Americas
Armed Forces Europe
Armed Forces Pacific
Monthly Maintenance Fee
I have read and agree to the Terms and Conditions for this product.
This order form (“Order Form”), together with the General Terms & Conditions (“General Terms”) and additional product terms and conditions specific to the services or products being purchased (“Product Terms represent a binding contract (collectively, “Agreement”) between the Advertiser named above and American Marketing & Publishing, LLC (“Publisher”).
This Agreement is effective as of Publisher’s acceptance of this Agreement, which shall be indicated by Publisher commencing work in connection with the Services or by Publisher’s delivery of a copy of this Order Form, once executed by Advertiser, physically or electronically to the Advertiser, whichever is earlier (“Effective Date”). Advertiser may terminate the Agreement, including this Order Form, with or without cause by notifying Publisher within two days after the Effective Date.
The individual signing this agreement on behalf of Advertiser agrees that he/she is signing this agreement in his or her own individual capacity and as an authorized representative of the Advertiser. By execution of this agreement, the signer personally and individually undertakes and assumes jointly and severally with the Advertiser, the full performance of this agreement, including payment of amounts due hereunder and represents that he/she has reviewed the terms and conditions of this Agreement carefully and agree to them. This Agreement constitutes the entire agreement between the parties with regard to the Products being purchased hereunder and expressly supersedes all prior or contemporaneous agreements, understandings, inducements or conditions, express or implied.
The General Terms and Product Terms that are a part of this Agreement contain important legal information about this purchase, including without limitation payment terms, limitations of liability, waiver of class representations, disclaimers, indemnification, intellectual property and licensing terms, and important product or service-specific understandings between the Advertiser and the Publisher.
By signing this agreement, Advertiser agrees to purchase the Products designated above, for the fees and expenses shown above and further described in this Agreement, and agrees to pay such amounts for the Products either in full contemporaneously with Advertiser’s execution of this Order Form, in accordance this Agreement, or with the terms of a payment plan (“Payment Plan”) mutually agreed to by the parties in writing, which shall be incorporated herein by reference.
General Terms and Conditions
Advertiser refers to the individual or entity that agreed to engage American Marketing & Publishing, L.L.C. (“Publisher”) to perform services (“Services”) in connection with the Product(s) set forth under an order form or order confirmation form (each, an “Order Form”) signed by or submitted electronically by the Advertiser. In the case of telephonic purchases, Advertiser refers to the individual or entity designated on an Order Confirmation Form delivered to Advertiser by Publisher following the oral agreement of the Advertiser, recorded by Publisher, to engage Publisher to perform Services in connection with the Products shown on the Order Confirmation Form.
All of Publisher’s products and services (each a “Product” and collectively “Products”) made available to Advertiser and the Agreement between Advertiser and Publisher to purchase and provide services or products are subject to the General Terms and the Product Terms. BY SIGNING THE ORDER FORM, AGREEING ORALLY TO MAKE THE PURCHASE SHOWN ON THE ORDER CONFIRMATION FORM, OR BY MAKING A CLEAR EXPRESSION OF INTENTION TO PURCHASE VIA ANY ONLINE PURCHASING PORTAL MAINTAINED BY THE PUBLISHER, SUCH AS BY CLICKING ON AN “I AGREE” OR SIMILAR ICON, ADVERTISER AGREES TO BE BOUND BY THE APPLICABLE PRODUCT TERMS AND THESE GENERAL TERMS, WHICH INCLUDE, WITHOUT LIMITATION, CONDUCTING THIS TRANSACTION ELECTRONICALLY, DISCLAIMERS OF WARRANTIES, DAMAGE AND REMEDY EXCLUSIONS AND LIMITATIONS, AND A CHOICE OF ILLINOIS LAW.
Advertiser acknowledges that Publisher provides local marketing services in the form of its Products at significantly lower rates than other providers who Advertiser may have otherwise purchased similar products from, and that all the terms and conditions of this Agreement between Publisher and Advertiser are a part of the essence of the deal, are reasonable and necessary to enable the low cost business model of Publisher, and are for that reason advantageous to Advertiser. If Advertiser does not accept these General Terms and Product Terms, or any other term or condition of this Agreement, Advertiser must cancel this Agreement in the manner and within the timeframe described herein.
In the event of any conflict between the Product Terms and these General Terms, the Product Terms will prevail with respect to the particular product or service. In the event of a conflict between the General Terms or Product Terms and an Order Form, the General Terms and Product Terms will prevail. This Agreement shall not be construed against the Publisher due to the fact that many essential terms were drafted or prepared by the Publisher.
Advertiser assent to these General Terms, the Product Terms, whether indicated by recorded oral agreement or signing or submitting an Order Form electronically, shall have the same force and effect as if Advertiser had manually signed a paper version of the Agreement. In exchange for this convenience, Advertiser hereby irrevocably waives or “opts-out” of any rights that Advertiser may have under applicable law to use or receive physical copies of these General Terms and Product Terms. Furthermore, Advertiser agrees that all business pursuant to this Agreement may be conducted with Advertiser electronically in the sole discretion of Publisher, including invoicing, payment, customer service and other communication, and notice from the Publisher.
Cancellation. Advertiser may only cancel this Agreement by written notice, within two days of the signing or authorization of this Agreement by Advertiser and acceptance by Publisher. Such notice must be sent by an authorized representative of Advertiser, either by email delivered to email@example.com or by certified or first class US mail sent to Publisher’s address shown on any Order Form and postmarked within two days of the signing or authorization of this Agreement by Advertiser and acceptance by Publisher. Any such cancellation notification must clearly identify the Advertiser, the authorized individual requesting the cancellation on behalf of the Advertiser, and must expressly identify the particular Product intended for cancellation. Any cancellation by Advertiser made or attempted later than two days after the signing or authorization of this Agreement shall not relieve Advertiser of the obligations and responsibilities taken hereunder, including Advertiser’s payment obligations.
Publisher may cancel for convenience the Products or any Product contracted for herein, upon written notification to the Advertiser at any point. Advertiser and Publisher agree in such a case that Publisher will be responsible only to either return a ratable portion of the fees paid for the period of service spanning the unexpired original or most recently renewed term of service for such cancelled Product, in its sole discretion to apply such a sum to Advertiser’s account for another Product that Advertiser has purchased.
In addition, Publisher may cancel a Product or suspend the services supporting or fulfilling a Product in the event (a) Advertiser fails to pay any amount when due as set forth in this Agreement or under the terms of any other agreement with Publisher; (b) Advertiser breaches the Agreement; (c) a petition under any bankruptcy law is filed by or against Advertiser, Advertiser executes an assignment for the benefit of creditors, or a receiver is appointed for Advertiser’s assets or Advertiser becomes insolvent or takes advantage of any insolvency or any similar statute; or (d) Advertiser fails to cooperate in fulfilling the essential objectives of a Product. If Publisher cancels a Product for any of these reasons, such a cancellation (“For-Cause Cancellation”) shall not thereby relieve Advertiser of payment or other contractual obligations herein for the full unexpired term of Products purchased.
Notwithstanding such cancellation by Publisher or Advertiser of one or more of the Products that are a part of this Agreement, Publisher and Advertiser intend that the rights and obligations of both parties as to any other Products not cancelled shall remain in continuing force, as though the canceled Products were not part of the contract.
Survival. The rights and obligations of the parties hereto which by their nature must survive termination or expiration of the Agreement in order to achieve its fundamental purposes shall survive any termination or expiration of the Agreement or the cancellation of any Product.
Minimum Term This Agreement begins on the date that Publisher accepts the Agreement by providing a copy of the Order Form, executed or otherwise agreed to by Advertiser, physically or electronically to Advertiser. The Minimum Term of Service (“Minimum Term”) for each Product, unless a different term of service is set forth in the Product Terms for the particular Product purchased (and which shall control in the event of conflict) or on the Order Form for the particular Product Purchased, is twelve (12) months from the beginning of the term. For directory advertising, the Minimum Term is the issue length of the directory in which advertising is purchased. The Product Term of Service shall either be the Minimum Term, or Monthly Term described below, for a particular Product purchased under this Agreement.
Automatic Monthly Renewal Terms Other than for print directory advertising, in the event that Advertiser has not affirmatively renewed the term of service for a Product for another Minimum Term of Service or affirmatively cancelled the Product at the conclusion of any Minimum Term of Service, then in order to ensure continued and uninterrupted Advertiser and consumer access to the Product, the term of service for the Product and Advertiser’s payment for it may be AUTOMATICALLY RENEWED by Publisher on a recurring month to month basis (“a Recurring Monthly Renewal” or “Monthly Term”) until such time as Publisher and Advertiser choose to renew the term of service for an additional Minimum Term of Service via signed or telephonically recorded assent to an Order Form accepted by Publisher, or until either chooses to cancel the continuing term of service for that Product. In the event of a Recurring Monthly Renewal, Publisher will charge or bill Advertiser the monthly rate for the Product at a cost representing one twelfth of the full, un-discounted unbundled Product rate shown on the Order Form and will continue to provide the service for the Product, subject to the applicable General Terms and the Product Terms at www.ampcorporate.com/legal/AdvertisingGeneralTerms&Conditions which are then current. (In the case of a Product with a Minimum Term Shorter than 12 months, Publisher shall charge Advertiser a pro-rated price for the Recurring Monthly Renewal equivalent to that part of the Minimum Term represented by one month.) Advertiser may cancel a Recurring Monthly Renewal Term or may cancel a product at the conclusion of the Minimum Term of Service by following the notice provisions of this Agreement or simply by delivering an email to Publisher at firstname.lastname@example.org that clearly identifies the Advertiser, the authorized individual requesting the cancellation on behalf of the Advertiser, and that expresses a clear intention to cancel the Recurring Monthly Renewal for a particular Product at least 5 business days prior to the next renewal date.
Continuing Obligations. In the event that Advertiser or Publisher cancels a Product, declines to affirmatively renew for an additional Minimum Term of Service, or does not permit a Recurring Monthly Renewal of a Product, or under other circumstances wherein Publisher otherwise completes its work fulfilling a Product, Publisher will have no continuing responsibility to keep, host, or display any Content created, collected, or developed for or by Advertiser or keep any other data or information such as without limitation, Content, User Generated Content, Performance Data, Registration Communications, usernames, passwords, emails, credentials, or domain names. Other than in the case of specific Product Terms for a Product which requires it, in no event will Publisher return such content, and upon cancellation of a Product, Publisher may delete such content.
Actions Taken on Behalf of Advertiser. In connection with Publisher’s provision of services for a Product, Advertiser authorizes Publisher on behalf of Advertiser to create, claim, authenticate, register, deprecate, or delete an account or profile, or enhance, edit, manage, update, or revise information about Advertiser at websites, search engine sites, social media sites, marketing or advertising platforms, portals, or databases, whether Publisher owned or owned by a Third Party (each a “Platform”). To the extent that provision of services for a Product involves updating Content, creating Posts, sending messages through, or otherwise managing Content at a Platform, Advertiser authorizes Publisher to act in such a manner on Advertiser’s behalf, including by creating or registering user names, email addresses, or an Advertiser business profile or other account, and taking any other registration steps required by such a Platform and deemed necessary, beneficial, or expedient to fulfill the objectives of the Product in the sole discretion of Publisher (each a “Registration”). Advertiser appoints Publisher to serve as Advertiser’s exclusive agency of record to establish such Registrations and to maintain access to such Platforms during the term of this Agreement in order to fulfill services for the Product, as well as for any subsequent reasonable period necessary for Publisher to remove such Content and to restore a Platform to the condition it was in prior to the commencement of service under this Agreement. Advertiser may revoke such agency of record appointment only in a notice that complies with the Notice provisions of this Agreement. Advertiser acknowledges and agrees that Publisher may access and review all data, reports, solicitations, or other correspondence sent by a Platform in response to or following a Registration (“Registration Communications”) but shall not have an obligation or responsibility for doing that, or for responding to, or forwarding to Advertiser any such Registration Communications. Publisher shall instead only establish such Registrations and use such Registration communications to provide the specific services that are necessary to fulfill the Product. If Advertiser wishes to access or review Registration Communications, then during the term of this Agreement and for a period of sixty days following the termination or cancellation of any such Product, Publisher will provide to Advertiser, upon Advertiser’s request, any username, password or email maintained and used by Publisher to provide services solely to Advertiser on third party Platforms.
Payment. Advertiser agrees to pay Publisher the amounts shown on the Order Form or any Payment Plan that are a part of this Agreement. In addition, Advertiser will pay all sales, use, or other local, state, federal, or other taxes or governmental fees arising out of or in connection with the Products that are the subject of this Agreement, other than taxes based on Publisher’s net income. All payments received from Advertiser are non-refundable. Publisher may, in any Order or invoice, require that payment be made to an escrow account, lockbox, trustee or other designee to receive payment on behalf of Publisher. Advertiser may dispute a debt by notifying the Publisher in conformance with the Notice provisions of this agreement, and may verify a debt by phoning Publisher at the number on the Order Form. In the event that the Advertiser has a current unpaid balance from a previously purchased Product, or if Advertiser contracts with Publisher for multiple Products, any amounts paid by Advertiser contemporaneously with the Agreement or subsequently may be applied by Publisher in its sole discretion to any balance outstanding, including finance charges and late fees, or to Products purchased and included on earlier Order Forms or the most recent Order Form.
In the absence of other payment arrangements shown on an Order Form or Payment Plan, any amount not paid by Advertiser contemporaneously with the Publisher’s acceptance of this Agreement will be invoiced, charged, or debited by Publisher, in the case of telephone directory advertising upon printing of the directory; in the case of Google Street View Trusted Services on the date of the photoshoot, and in the case of all other Products, within 45 days of the date Publisher accepts this Agreement.
If Publisher issues an invoice to Advertiser, the invoiced amount will be due in full without set off on or before the due date set forth in such invoice (or, if no due date is set forth in the invoice, within 30 days after the date of the invoice). In the event that Advertiser disputes the amount shown as due on an invoice, Advertiser agrees to provide Notice of such dispute stating clearly to Publisher the nature and source of the dispute within 15 days of the date of the initial invoice according to the notice provisions of this Agreement. Barring such notice to publisher, Advertiser irrevocably waives all claims and warrants that it shall make full payment for the Products shown on the invoice, on time and in the amount of the invoiced sum.
Advertiser’s payment by check represents Advertiser’s express authorization that Publisher from time to time may recover payments from Advertiser for amounts owing to Publisher that are the subject of this Agreement or any prior or subsequent Agreement between Publisher and Advertiser, including amounts periodically due from Advertiser to Publisher under a Payment Plan or any other amounts that become due in order to continue renewing and paying for Products after the initial Minimum Term of Service, such as under a Recurring Monthly Renewal or under a new Minimum Term of Service. In addition, payment by check represents Advertiser’s express authorization that returned checks may be re-presented, and that Publisher may draw a check on or electronically debit Advertiser’s account for the lesser of a return fee of $25 or the state allowed maximum fee. In each case, Publisher may initiate ACH electronic debit entries to any of Advertiser’s accounts identified on any checks and other items issued by Advertiser to Publisher for any Products, and by debiting such amounts from such accounts. Advertiser represents to Publisher and agrees that all such accounts are and shall be used primarily for business purposes. Advertiser may revoke this authorization only by notifying Publisher in a notice that complies with the Notice provision of this Agreement. A revocation notice is not effective until it is received by Publisher and Publisher has a reasonable opportunity to act on the revocation. Advertiser agrees to be bound by the operating rules of the National Automated Clearing House Association (NACHA) as are in effect from time to time. In the event that Advertiser has provided Publisher with an authorization to charge Advertiser’s credit card and provides Publisher with the necessary payment data, Advertiser agrees to ensure that the credit card will remain current and operable throughout the term of service for any Product, whether the initial or subsequent Minimum Term of Service or Recurring Monthly Renewal. In the event that Advertiser’s scheduled credit card payment under a Payment Plan for a Minimum Term or for a term of Recurring Monthly Renewal service is declined, Advertiser agrees to pay a $15 collection activity fee in addition to the amount owed. Advertiser hereby releases Publisher and its vendors used in connection with the services, including any payment processors, from any and all claims arising from the use of any means of electronic or automatic payment method.
Late Payment. Publisher shall have the right, if Advertiser fails to pay any amounts due in strict compliance with the Agreement, in addition to any other rights or remedies under the Agreement, to add to all amounts that remain unpaid a monthly finance charge of the lower of 1.5% compounded monthly or the maximum rate permitted by applicable law, in addition to a $15 collection activity fee. Advertiser agrees to pay these charges. While amounts are past due, Publisher may also, in its sole discretion, suspend access to them until a delinquency in payment is cured. In the event Publisher refers Advertiser's account to a collection agency or attorney due to non-payment, Advertiser agrees to pay for all of Publisher's costs and expenses incurred in connection with the collection of any Advertiser’s overdue and unpaid accounts, including without limitation, court costs and reasonable collection agency or attorneys fees.
Acceleration of Amounts Due. In the event that Advertiser is or becomes severely past due, meaning it fails to make payments agreed to in a Payment Plan when scheduled or fails to fully pay any other undisputed, overdue amount for a period of 90 days past the due date and remains unpaid despite Publisher’s mailing or emailing of a courtesy reminder of the past due status of Advertiser’s account and a request for immediate payment, Advertiser expressly authorizes Publisher to treat as immediately owing and due the entire amount of the Products that are the subject of this Agreement or any other contract between Publisher and Advertiser, through the end of the Minimum Service Term for those Products, plus the sum, if any, of Advertiser’s then past due amounts for Products on a Recurring Monthly Renewal term of service, in addition to any reasonable costs of collection, court costs, or attorneys fees. Advertiser authorizes Publisher to recover such sums by initiating ACH electronic debit entries to any of Advertiser’s accounts identified on any checks, Payment Plan forms, or other items issued by Advertiser to Publisher for any Products, and by debiting such amounts from such accounts.
Content and Advertiser Representations Regarding Content. Content refers to (a) all advertising or marketing content provided by Advertiser to Publisher; (b) all advertising or marketing content prepared or provided by Publisher and used by Publisher or Advertiser in connection with the Products, including without limitation any posts, messages, announcements, offers, deals, promotions, updates or other communications created, posted, or otherwise published by Publisher on behalf of or at the direction of Advertiser; and (c) the information provided by Advertiser to Publisher during the process of ordering Products or doing business with Publisher, including personally identifiable information of the business owner or representative authorized to enter into this Agreement with Publisher. Advertiser acknowledges that at all times it is solely responsible for the truthfulness, sufficiency (including ensuring the inclusion of required information like license numbers, required disclosures, or affirmative legal notice language) legality, legitimacy, suitability, reliability and accuracy of all of Content. Publisher relies on Advertiser to review Content and to immediately provide Notice to Publisher (in the manner required by the Notice provisions of this Agreement and in addition, in order to hasten Publisher’s awareness of such issues, to phone Publisher at (800) 579-0710) of any Content in violation of these requirements, whereupon Publisher will make commercially reasonable efforts to remove, correct, or otherwise comply with Advertiser’s instructions.
Advertiser represents, warrants and covenants that: (i) it owns all rights, title, and interest in, or has full and sufficient authority to grant the rights hereunder and use in the manner contemplated by this Agreement, any materials, marks, data or any other Content furnished by or on behalf of Advertiser to Publisher and such use by Publisher or its designees will not infringe any copyright, trademark, right of publicity or any other rights of any third party and such materials, marks, data and Content may be altered or arranged by Publisher in any medium in Publisher’s sole discretion; (ii) it complies with the terms and conditions of any licensing or other agreements that govern the use of material licensed or acquired from third parties in the deliverables provided by Publisher hereunder; and (iii) it shall use Content and the Products in compliance with all applicable laws, regulations, industry standards and guidelines, including but not limited to the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act, the Telephone Consumer Protection Act, the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, the CTIA Messaging Principles and Best Practices, and all applicable social networking services practices and policies.
Ownership; Licenses. The parties acknowledge and agree that as between Advertiser and Publisher, any material or information, including but not limited to copyrights, trademarks, and trade names, licensed to or owned by Advertiser (“Advertiser Content”) and all intellectual property rights therein shall remain the property of Advertiser, and Advertiser retains all rights, title, control, and interest to the Advertiser Content, subject to the terms of this Agreement. Advertiser grants Publisher a royalty-free, non-exclusive, irrevocable, perpetual license to use the Advertiser Content for the advertising and promotional services rendered on behalf of Advertiser and in the fulfillment of the objectives of the Products ordered by Advertiser in accordance with this Agreement. All use of the Advertiser Content and any rights arising therefrom, and goodwill generated thereby, shall inure solely to the benefit of Advertiser. Notwithstanding anything to the contrary under the Agreement, Publisher may make disclosures relating to this Agreement and Advertiser permits Publisher to use Advertiser's name, logo, likeness, testimonials, endorsements and other feedback as part of Publisher's advertisements, trainings, marketing and other publicity efforts, or other lawful purposes.
Except as otherwise expressly stated under this Section ZZXXZZ, all other materials , information, or Content other than Advertiser Content produced hereunder, including but not limited to photographs, websites, audio and audiovisual works, graphics, copy, scripts, domain names/URLs, unique design elements created by or paid for by Publisher, narrative text, software, scripts, source code, videos, voiceover, graphics, files, records, sound, business listings, universal resource locators or domain names, Testimonial Pages, template forms or online formats, recommendation request cards, review landing pages, and methods of eliciting, arranging, or displaying reviews and any other deliverables provided as a part of the Products set forth under the Order Form(s), shall remain, as between Advertiser and Publisher, the sole property of Publisher. Further, Publisher possesses certain methodologies, ideas, concepts, tools, software, trade secrets, patents, techniques, know-how, proprietary information, generic and business information, and other intellectual property, which has been created, owned, or developed by or licensed to Publisher prior to, or independent from, the performance of services for Advertiser under this Agreement, including all modifications thereof (collectively, the “Publisher Property”). For the avoidance of doubt, Advertiser acknowledges and agrees that Publisher retains all rights, title, control, and interest to (including, without limitation, the unlimited right to use) the Publisher Property and such property shall be and remain the sole property of Publisher, notwithstanding anything to the contrary under the Agreement, and to the extent Advertiser’s use of Publisher Property is necessary in order for Advertiser to fulfill the objectives of the Products pursuant to and as contemplated by the Agreement, Publisher permits Advertiser to access, operate, or use such Publisher Property during the Term. Advertiser will not reproduce, reverse engineer, sell, share, resell, use, or otherwise exploit any Publisher Property or any other Products for any commercial purpose except as authorized hereunder in connection with the Products. In addition, Advertiser understands that there may be limitations contained in agreements with third party suppliers that limit the use of the third party materials utilized in the deliverables prepared by Publisher under this Agreement, and Advertiser warrants to use such deliverables in accordance with such third party limitations.
To the extent that a Product permits the collection, transmission, or publication of Content submitted by third parties, all such third party content (“User Generated Content”) becomes the property of Publisher when collected. Without limitation, this User Generated Content includes consumer reviews (whether collected by Publisher through a Testimonial Page, website, or landing page, or other method; and in any format) and consumer inquiries and leads (such as those submitted by consumers on website or Testimonial Pages or website contact us forms). In addition, User Generated Content includes third party or Advertiser feedback, testimonials, or suggestions, in any form, regarding the Products or the experience of a third party interacting with the Product or the experience of Advertiser as a customer of the Publisher.
Data. Advertiser authorizes Publisher and its third party suppliers to track and collect data on Advertiser’s behalf, regarding the performance of the Services and Products provided to Advertiser hereunder, including without limitation data regarding the volume, type and quality of consumer interactions with the Products and any other analytics associated with the Services or Products (“Performance Data”). The parties acknowledge that as between Advertiser and Publisher, Advertiser shall own the Performance Data, provided, however, Advertiser grants Publisher and its third party suppliers a royalty-free, non-exclusive, irrevocable, perpetual license to use such Performance Data to perform under the Agreement or in any other manner in its sole discretion during and after the Term. The parties acknowledge that Publisher may access personally identifiable information in connection with rendering the Services on Advertiser’s behalf. For purposes of the Agreement, and notwithstanding anything to the contrary herein, Publisher shall be a service provider or processor or equivalent term, respectively, with regard to any such personal identifiable information, and Advertiser shall be a business or controller or equivalent term, respectively, with regard to such information, and Publisher shall have no liability with respect to Advertiser’s obligations under data privacy and security laws and regulations applicable to the Services, Products or processing of data under the Agreement.
Use of Products. Advertiser warrants that it will not use the Products (a) in any manner that violates any local, state, or federal law, regulation, or industry standard or guideline; (b) is directed toward or that is harmful to minors; (c) in a manner that is abusive, defamatory, harassing, hateful, indecent, invasive of another’s privacy, lewd, libelous, obscene, pornographic, racist, slanderous, threatening, violent, vulgar, or otherwise abusive, (d) that advocates the violation of any law or regulation; (e) that infringes any other party’s copyright, trademark, or other intellectual property rights; or (f) that is deceptive in any way. Without limitation, Advertiser specifically warrants that it will use Content and the Products in compliance with the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act, the Telephone Consumer Protection Act, the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, the CTIA Messaging Principles and Best Practices.
Indemnity. Publisher relies on Advertiser’s intimate familiarity with its own business and cannot undertake to verify all Content or the facts and information used by Publisher or Advertiser in connection with the Products, or to monitor the use of Products by Advertiser. Therefore, Advertiser agrees to indemnify, hold harmless and defend, at Publisher’s discretion, Publisher and its contractors and third party suppliers, and each of their employees, officers, directors, shareholders, licensees and agents (collectively, the “Publisher Indemnitees”) from and against all claims, liabilities, losses, damages, settlements, or expenses, including reasonable attorneys’ fees and costs, which Publisher or such other party of Publisher Indemnitees may incur as the result of any claim, suit or proceeding brought or threatened arising out of: (i) the nature or use of Advertiser’s products or services; (ii) Advertiser’s negligence or willful misconduct; (iii) Advertiser’s breach or alleged breach of any provision, covenant, warranty, or representation set forth in this Agreement; (iv) information, representations, reports, trademarks, data, materials, or releases (which shall include, without limitation, representations, claims, demonstrations or depictions regarding Advertiser or Advertiser’s competitors) and other Content used in connection with the Products; (v) risks or restrictions that Publisher advises Advertiser of and Advertiser elects to proceed regardless; (vi) any unlawful or unethical use of the Products; or (vii) any bodily injury or loss of property claimed to result from any act or omission of Advertiser.
Disclaimers. Advertiser’s purchase and use of the Products, and any reliance by Advertiser upon the Products, including any action taken by Advertiser because of such use or reliance, is at Advertiser’s sole risk. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, THE PRODUCT, SERVICES, DELIVERABLES AND ANY OTHER DATA OR INFORMATION PROVIDED BY PUBLISHER UNDER THE AGREEMENT ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, AND PUBLISHER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR TRADE USAGE.
PUBLISHER DOES NOT GUARANTEE THAT THE SERVICES AND PRODUCTS, INCLUDING ANY SOFTWARE, WILL MEET ADVERTISER’S REQUIREMENTS OR ALWAYS BE AVAILABLE, ACCESSIBLE, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE OR UNINTERRUPTED. ADVERTISER ACKNOWLEDGES THAT THE SERVICE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE PRODUCTS OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
PUBLISHER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WITH REGARD TO ANY THIRD PARTY PRODUCT OR SERVICE. ADVERTISER ACKNOWLEDGES THAT PUBLISHER HAS NO CONTROL OVER OR RESPONSIBILITY FOR HOW THIRD PARTIES (SUCH AS WITHOUT LIMITATION GOOGLE OR ANY OTHER SEARCH ENGINE, PORTAL, OR THIRD PARTY HOSTING OR SEARCH PLATFORM) WILL USE OR DISPLAY ADVERTISER’S CONTENT, OR RESPOND TO PUBLISHERS EFFORTS TO PROMOTE OR MARKET ADVERTISER. PUBLISHER DOES NOT AND CANNOT CONTROL OR GUARANTEE THE USE, DISPLAY, PAGE RANK, OR OPTIMIZATION OF CONTENT BY SEARCH ENGINES, OTHER THIRD PARTIES, OR CONSUMERS, OR THAT ADVERTISER'S USE OF THE PRODUCT WILL RESULT IN A POSITIVE CUSTOMER RESPONSE OR ANY PARTICULAR IMPROVEMENTS IN SEARCH ENGINE RANKINGS, OR PAGE ONE RANK. ADVERTISER ACKNOWLEDGES THAT PUBLISHER USES, OR MAY USE, THIRD PARTY SUPPLIERS AND HOSTING VENDORS TO PROVIDE HARDWARE, SOFTWARE, NETWORKING AND RELATED TECHNOLOGY REQUIRED TO RENDER THE PRODUCTS AND SERVICES AND FOR THE AVOIDANCE OF DOUBT THAT PUBLISHER ALSO MAKES NO WARRANTIES WITH RESPECT TO SUCH THIRD PARTY MATERIALS OR SERVICES AND THAT PUBLISHER SHALL NOT BE RESPONSIBLE FOR ANY FAILURES ATTRIBUTABLE TO SUCH THIRD PARTY MATERIALS OR SERVICES.
FOR THE AVOIDANCE OF DOUBT, PUBLISHER WILL NOT BE BOUND BY, AND ADVERTISER ACKNOWLEDGES THAT ADVERTISER IS NOT RELYING ON: (A) ANY REPRESENTATION OR WARRANTY CONCERNING REVENUE, PROFIT, RETURN ON INVESTMENT, OR RESULTS TO BE GENERATED FROM PUBLISHER’S PRODUCTS; (B) ANY REPRESENTATION OR WARRANTY REGARDING EITHER THE NUMBER OF PEOPLE OR HOUSEHOLDS WHO WILL RECEIVE, ACCESS, OR VIEW THE PRODUCTS (C) ANY REPRESENTATION CONCERNING THE QUANTITY OR QUALITY OF CALLS, VISITS, OR ONLINE INTERACTIONS WITH OR LEADS GENERATED BY THE PRODUCTS; (D) ANY PRIOR COURSE OF DEALING; OR (E) THE RESULTS OF OTHER BUSINESS’S EXPERIENCE WITH THE PRODUCTS THAT PUBLISHER MAY HAVE SHARED WITH ADVERTISER. ADVERTISER ACKNOWLEDGES AND AGREES THAT THE ENTIRE RISK ARISING OUT OF THE USE OF THE PRODUCTS AND SERVICES, INCLUDING WITHOUT LIMITATION, ANY SOFTWARE, CONTENT, MATERIALS OR INFORMATION TRANSMITTED, ACCESSED OR OTHERWISE OBTAINED THROUGH ADVERTISER’S USE OF THE SERVICE, REMAINS WITH ADVERTISER TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Force Majeure. If Publisher is unable to fulfill its obligations hereunder or unable to fulfill its obligations in a timely manner as a result of a Force Majeure Event (defined below), such failure will be excused and not be treated as a breach of the Agreement, provided that Publisher promptly informs Advertiser of the reason or circumstances. The term “Force Majeure Event” shall mean an act of war or terrorism, riot, civil disorder, public violence, demonstration, rebellion, fire, flood, pandemic, epidemic, earthquake, state of emergency, or similar act of God which puts at risk or endangers the safety or security of Publisher’s employees, contractors, or suppliers, a strike, lockout, similar labor dispute, failure of telecommunications systems or other utilities, mechanical failure, modification of policies by public or private utilities or the act of any government or governmental authority that causes the essential objectives of a Product to become unachievable, or other factors or forces outside of Publisher’s reasonable control affecting the Product or Services.
Limitation of Liability. Any claim arising out of an error, omission, or other harm in a Product or Publisher’s performance of the services related to the Product must be made in writing by U.S. Certified Mail (return receipt requested) to Publisher within three months of the first occurrence of such error, or such claim shall be deemed waived. IN NO EVENT SHALL PUBLISHER OR ITS THIRD PARTY SUPPLIERS BE LIABLE TO ADVERTISER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, GOODWILL, SAVINGS, OR USE, OF ANY KIND OR NATURE ARISING OUT OF, OR RELATING TO THE PERFORMANCE, BREACH, OR TERMINATION OF THE AGREEMENT, WHETHER SUCH DAMAGE OR LOSS IS FORESEEABLE OR NOT, WHETHER PUBLISHER OR ITS THIRD PARTY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF OR NOT, AND WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE. IN NO EVENT SHALL PUBLISHER’S LIABILITY ARISING OUT OF THE AGREEMENT EXCEED THE FEES PAID TO PUBLISHER BY ADVERTISER FOR THE PARTICULAR PRODUCT OUT OF WHICH A CLAIM FOR LIABILITY AROSE, EVEN IF PUBLISHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADVERTISER AGREES TO WAIVE ANY CLAIM FOR DAMAGES TO THE EXTENT THAT SUCH DAMAGES EXCEED THIS AMOUNT. NO LIABILITY SHALL ARISE FROM FREE ITEMS.
THE LIMITATIONS OF LIABILITY DESCRIBED HEREIN ARE INTENDED BY ADVERTISER TO APPLY TO ANY CLAIM THAT ADVERTISER HAS AGAINST PUBLISHER, TOGETHER WITH PUBLISHER’S THIRD PARTY SUPPLIERS AND PROVIDERS AND VENDORS (INCLUDING WITHOUT LIMITATION ANY DATA AGGREGATORS, APPLICATION PROVIDERS, DATA STORAGE VENDORS, SOFTWARE DEVELOPERS, DISTRIBUTION VENDORS, AND OTHER TECHNOLOGY OR SERVICE PROVIDERS) AND PUBLISHER’S LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS AND SALES AGENCIES (collectively “Publisher Parties”.)
PUBLISHER’S ACCEPTANCE OF THIS AGREEMENT AND THE RATES CHARGED FOR THE PRODUCTS ARE BASED UPON THE LIMITATION OF THE PUBLISHER’S LIABILITY AS SET FORTH HEREIN. At any point prior to entering into this Agreement, Advertiser may negotiate to pay additional charges in lieu of this limitation of liability by contacting Publisher’s Customer Service team at (800) 579-0710 to enter into an alternative pricing structure and agreement with Publisher providing otherwise. Any such agreement will be based on Publisher’s assessment of risk factors as determined in the sole discretion of Publisher, and may in Publisher’s discretion require additional warranties or requirements of Advertiser. Such an agreement must be in writing, and signed physically by an officer of Publisher the authorized representatives of Advertiser.
Collection Actions, Arbitration, Attorneys Fees, and Venue. The parties to this Agreement agree that the court of proper and exclusive jurisdiction to resolve any action initiated by Publisher to collect amounts due under this Agreement shall be the 16th Judicial Circuit Court in DeKalb County, Illinois.
Except for such actions initiated by Publisher to collect amounts due under this Agreement, any claim, controversy, or dispute arising out of or concerning this Agreement which cannot be settled by amicable agreement shall be referred by the aggrieved party to binding arbitration under the rules of the American Arbitration Association, upon either party giving written notice of arbitration to the other. The matter will be governed by the laws of the State of Illinois (notwithstanding its conflicts of law rules or principles) and such dispute, including the determination of the scope or applicability of this agreement to arbitrate, shall be settled by binding arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules and Procedures. The arbitration shall be heard by a single arbitrator, and shall be conducted in DeKalb County, Illinois. Each party shall bear its own costs relating to such arbitration, and the parties shall equally share the arbitrator’s fees. Judgment on any award resulting from such arbitration may be entered in any court having jurisdiction. This clause shall not preclude Publisher from seeking injunctive relief in aid of arbitration, or pending the outcome of arbitration, from a court of competent jurisdiction. In furtherance of this agreement to arbitrate, Publisher and Advertiser agree to waive any right they may have to participate in any class actions or class arbitrations. Publisher and Advertiser also agree that the arbitrator may not award multiple or punitive damages.
If this arbitration provision is deemed invalid, the parties agree that the court of proper and exclusive jurisdiction to resolve any action arising out of this agreement shall be the 16th Judicial Circuit Court in DeKalb County, Illinois and Advertiser hereby consents and submits to the exclusive jurisdiction and venue of this court and waives any defenses or objections based on the jurisdiction, venue, or convenience of this exclusive venue. In such a proceeding, Advertiser agrees to pay Publisher’s reasonable attorney’s fees and reasonable costs and expenses, including without limitation any costs of court or collection, incurred in obtaining or collecting on a judgement from Advertiser, enforcing Publisher’s rights, or in successfully resolving disputes concerning or arising out of this contract. In any legal proceeding relating to this Agreement, the parties agree to waive any right they may have to participate in any class, group, or representative proceeding and to waive any right they may have to a trial by jury.
Notice. Except as otherwise expressly stated under the Agreement, any Notice required to be made or given hereunder from Advertiser to Publisher shall be in writing and shall be deemed to have been made or given when any such notice is delivered by certified or registered mail, return receipt requested, to Publisher at American Marketing & Publishing, LLC; 915 E. Lincoln Hwy; DeKalb, IL 60115 and Notices from Publisher to Advertiser shall be in writing and shall be deemed to have been properly made only if sent by certified or first class mail to the Advertiser’s address on any Order Form, or by email to an email address provided by Advertiser to Publisher on the Order Form, in the course of contracting for services, or in the course of business dealings.
All notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; two days after it is sent, if sent by first class mail; and upon receipt, if sent by certified or registered mail, return receipt requested.
Communication. Advertiser consents to receiving telephonic or electronic correspondence and other communications from Publisher at any email address or at any telephone number, including personal or business mobile phone numbers provided at any point to Publisher by Advertiser, via phone call, facsimile, email or text, including via auto-dialer or recorded message. To opt out of such communications, Advertiser may opt-out or unsubscribe from further texts by texting “STOP” in reply to any such text message or in the case of emails, by following opt-out instructions in the email or by contacting Publisher’s customer service team at (800) 579-0710. Advertiser agrees that telephone conversations between Advertiser and Publisher may be monitored and/or recorded by Publisher.
Continuing Use or Future Purchases without Additional Agreement Documentation. In the event that Advertiser (a) continues to use any Product or Content related to a Product provided by Publisher after the expiration of the term of service for that product, without paying or assenting to the terms of a new Agreement; or (b) orders and pays Publisher in whole or in part for Products described in this Agreement but does not execute an Order Form (or Publisher fails to record the order or fails to return an accepted Order Form to Advertiser but nonetheless accepts payment or performs services in rendering the Product); or (c) in any circumstances wherein the records documenting or memorializing Advertiser’s purchase and assent to an Agreement are lost, destroyed, or become inaccessible, Advertiser and Publisher intend that the use of the Products by Advertiser and the provision of services by Publisher shall be subject to the General Terms and the Product Terms then appearing at www.ampcorporate.com/legal/AdvertisingGeneralTerms&Conditions.
Miscellaneous. The Agreement constitutes the entire agreement between the parties and expressly supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, express or implied, oral or written with regard to the Products reflected on the Order Form. The terms of the Agreement are and shall be incorporated into the attached Order Form. Nothing contained in the Agreement shall create any partnership or joint venture between Publisher and Advertiser. This Agreement may be assigned by Publisher upon notice to Advertiser and the assignee will be subject to the terms and conditions of this Agreement as of the date of assignment. This Agreement and the rights and obligations hereunder may not be assigned, transferred or delegated by Advertiser without Publisher’s prior express written consent. The Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns. Advertiser warrants that it is a business and not a consumer. Publisher’s remedies specified herein shall be cumulative and additional to those allowed by law. A waiver by Publisher of any breach hereof shall not constitute waiver of any other breach of the same or other provision. If any provision of the Agreement is held invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall in no way be affected or impaired thereby. The Agreement may be executed in any number of counterparts and in more than one medium for the convenience of Advertiser and Publisher, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
AMP Custom Website Services - Product Terms
If the Order Form includes Custom Website Services, the following additional terms and conditions shall apply and are incorporated into and form a part of the Agreement:
Product. Publisher will design, build, and host a custom website ("Website") for Advertiser and will purchase a domain name (universal resource locator or URL) to be used by Publisher to publicly display Advertiser’s website. Publisher will host and maintain the Website for the term of the Custom Website Services Product.
Consultation. Publisher will review information supplied by Advertiser which may include any questionnaire responses, other notes, images, content, ideas and other Content provided by Advertiser during Publisher’s consultation with Advertiser. Publisher shall prepare a Scope of Work Form (“SOW”) that will reflect the range of website pages, and a general description of site functionality and design attributes, or items that may be included or featured. Advertiser may select several features and designs for inclusion in the SOW, including, but not limited to, social media links or integrations, directions and maps, lead capture, appointment setting, consumer review capture and moderation, selective aggregation of offsite reviews with attribution, elements of basic e-commerce, blog posting, announcements, expanded navigation or content options, staff pages, hosting of printable or fillable forms or documents, menus, before and after images featuring work performed, custom call to action choices, video content, an embedded panoramic virtual tour, or multiple locations. Advertiser acknowledges that it has reviewed the SOW and will provide sufficient copy, direction, imagery, and other content and feedback (“Website Content”) to Publisher to enable Publisher to propose the firm pricing reflected in the Design & Build Fee reflected on the Order Form executed by Advertiser.
Review and Approval. Publisher will perform the Custom Website Services with the objective of staying within the SOW. Advertiser acknowledges that Publisher requires the timely attention and regular engagement of Advertiser in order to develop the website and in the efficient manner contemplated by the parties that is reflected in the original Design & Build Fee and in the Monthly Maintenance Fee reflected in the Initial Order. Advertiser agrees to take or promptly return consultation calls from Publisher during Publisher’s process of developing the website. Advertiser is responsible for the accuracy and completeness of the content on the Website, and Advertiser agrees to be solely liable for any Content that is approved by Advertiser as set forth hereunder, including in works in progress. Publisher will provide a draft website (“Draft Website”) for Advertiser’s feedback and approval together with instructions to Advertiser for requesting edits, revisions or providing approval. Advertiser will have five (5) days after receipt of each Draft Website to express its feedback, requested revisions, or acceptance for public hosting by following any instructions given by Publisher. Advertiser is entitled to three (3) rounds of revisions at no charge. Publisher will use commercially reasonable efforts to make responsive changes to the Draft Website to achieve Advertiser’s requested revisions or to correct any material deficiencies, so long as the requested revisions are reasonable and with scope (“Review and Approval Process”). Acceptance by Advertiser shall not be unreasonably withheld. Advertiser’s failure to express feedback, acceptance or rejection pursuant to this paragraph within five (5) days of receipt of any Draft Website shall constitute acceptance by Advertiser.
If changes are requested by Advertiser that are outside the SOW or if more than three rounds of changes are required during the Review and Approval Process, Publisher may require Advertiser’s assent to a Change Order that describes further requested Design & Build Fees, which Advertiser shall pay. Once Advertiser confirms that the website is acceptable or revisions are implemented and five days time has elapsed without further revisions being requested from Advertiser, the site will be hosted on Publisher’s universal resource locator so that it becomes publicly viewable.
Fees. There are several different types of fees associated with Website Services. For the avoidance of doubt and notwithstanding anything to the contrary under the Agreement, amounts paid by Advertiser for Design & Build Fees, Monthly Maintenance/Hosting Fees, and Change Order Fees are non-refundable .
Design & Build Fee. Advertiser shall pay Publisher a one-time fee for designing and implementing the Website (“Design & Build Fee”). Payment for the Design & Build Fee may be made with a one-time payment or with a two part payment as reflected on the Order Form. In the event that Customer has agreed to a one-time Design & Build Fee the fee will be paid by Advertiser upon execution of this agreement. In the event that Advertiser has agreed to a two part Design & Build Fee, the first half will be paid upon acceptance of the Order Form and the other half will be paid upon Publisher’s initial publicly accessible hosting of the completed site.
Monthly Hosting and Maintenance Fee. Publisher shall use commercially reasonable efforts to host the Website and periodically update the content in accordance with the Hosting and Maintenance Plan purchased by Advertiser as reflected in the Order Form or a Change Order. The fee for such service be charged, debited, or invoiced by Publisher monthly, on a recurring basis. This Monthly Maintenance Fee, if any, includes Publisher’s charge for hosting Advertiser’s Website, as well a maximum number of Publisher provided hours of service for updating or changing Advertiser’s website content and imagery (“Maintenance Hours”). In addition to other Monthly Hosting and Maintenance Plans and Fees that may be agreed to in writing between the Publisher and Advertiser as reflected on an Order Form or through a Change Order, Advertiser may select one of the standard following Hosting/Maintenance Plans:
Option Schedule Hosting/Maintenance Plan Description Monthly Hosting/Maintenance Fee
1 Quarterly For current OPTIMA customers only, and to the extent applicable, Publisher will update content on the Website on a quarterly basis No Fee
2 Quarterly For all other customers, Publisher will update content on the Website on a quarterly basis to the extent applicable (up to 2 Maintenance Hours per month) $44/month
3 Monthly To the extent applicable, Publisher will update content on the Website on a monthly basis (up to 4 Maintenance Hours per month) $69/month
4 Weekly To the extent applicable, Publisher will update content on the Website on a weekly basis (up to 8 Maintenance Hours per month) $169/month
5 Daily To the extent applicable, Publisher will update content on the Website on a daily basis (up to 20 Maintenance Hours per month) Starting at $369/month
Publisher will provide Website Services, including Maintenance Hours, during normal business hours, from Monday through Friday, 8:00 am to 4:30 pm Central Standard Time. In the event Advertiser requests changes requiring after-hours or weekend assistance, Publisher shall charge and Advertiser shall pay a fifty percent (50%) surcharge to Advertiser’s standard Monthly Hosting/Maintenance Fee. The Maintenance Hours available monthly for website maintenance Services set forth above represent the maximum time Publisher will spend towards website maintenance Services, and the Monthly Hosting/Maintenance Fee shall be due in full regardless of whether the maximum Maintenance Hours are utilized by Advertiser or performed by Publisher. Advertiser shall not receive a credit, refund or otherwise be reimbursed for any unutilized Maintenance Hours.
Publisher may utilize third party technologies such as themes, skins or plug-ins (Third Party Technologies) with or without additional charge to the Advertiser, to add functionality or improve the aesthetics of the website. To the extent that there is an additional separate cost for a Third Party Technology it will be shown on the SOW, Order Form, or Change Form. Advertiser understands that Publisher’s use or integration of a Third Party Technology in providing Custom Website Services is without warranty or guarantee as to the availability, functionality, or security of such Third Party Technology; that Publisher shall have no liability to Advertiser related to the use or inclusion of such Third Party Technology; and that the Website’s ability to use a particular Third Party Technology may change, expire or cost more. Advertiser agrees to hold harmless and indemnify Publisher from third party claims related to the use of such third party technologies. Fees paid by Advertiser to Publisher for a Third Party Technology are non-refundable.
Advertiser acknowledges that Publisher will host, or utilize a third party provider to host, the Website, and while Publisher will endeavor to cause the Website and all incorporated third party technologies to be reasonably available during the Product Term, Advertiser acknowledges that Publisher makes no guarantee with respect to the availability, functionality, security and otherwise performance of the Website. Publisher does not guarantee Website accessibility on a continuous and uninterrupted basis. Advertiser acknowledges that from time to time Advertiser’s Website may be inaccessible or inoperable and that Publisher shall have no liability for these periodic interruptions.
Change Order Fees. Advertiser may request changes to the functional or design elements of the Website (as opposed merely to website content and imagery) which were not originally anticipated by Publisher and Advertiser. Such changes, and the charges therefore, shall be reflected in subsequent agreements between Advertiser and Publisher in the form of Change Orders, prepared by Publisher after consultation with Advertiser, which shall be subject when accepted by Advertiser to all of the General Advertising Terms and Conditions of this Agreement as well as the Custom Website Services Product Terms. Such design updates or functional additions to Advertiser’s Website will require, at minimum, a $150.00 Change Order Fee, which shall include up to the first three hours of service time used in connection with the described in the Change Order. Advertiser acceptance of a Change Order prepared and sent by Publisher shall be indicated by payment of the Change Order Fee in advance of Publisher commencing the work described in the Change Order.
Domain Names and Website Files. The universal resource locator purchased by Publisher and used to display Advertiser’s website is owned by the Publisher. Advertiser shall ensure that the domain name used to host the Website and Publisher’s use thereof as contemplated under the Agreement does not infringe or violate the intellectual property rights or any other rights of any third party, and Advertiser is solely responsible for conducting trademark clearance for such domain name. During the Product Term for Custom Website Services and for a period of 10 business days after termination or expiration of the term, provided Advertiser has paid Publisher in full for the Services that are the subject of this or any other Agreement between Publisher and Advertiser, then upon written request and the furnishing and execution of appropriate forms acceptable to Publisher by Advertiser, Publisher agrees to assign its rights to Advertiser in the domain name used to host the Website, and assist Advertiser to the extent necessary to secure such an assignment by reasonably cooperating with Advertiser to change the registrant associated with such domain name, for payment of a one-time fee of $175.00 by Advertiser, and in addition upon request and subject to the same conditions, Publisher will provide to Advertiser the general website files related to theming, settings, color schemes, page configuration, layout or arrangement of content, and organization of design functions for payment of a separate one-time fee of $50.00. These general website files will not include Content or technology that is proprietary to or licensed to Publisher, nor shall it include Third Party Technologies. Otherwise, after the Product Term has expired, Publisher may return the universal resource locator to the registrar it was purchased from, point it to a different website, or otherwise use it for any other purpose in Publisher’s sole discretion; and Publisher may destroy or discard the general website files.
Cancellation. The term for this Product is one (1) month and shall automatically renew for successive one (1) month periods, unless Publisher otherwise notifies Advertiser as described below or Advertiser informs Publisher of Advertiser’s intent not to renew by giving two (2) days’ prior written notice before the then-current term expires by following the notice provisions of this Agreement, or simply by delivering an email to Publisher at email@example.com that clearly identifies the Advertiser, the authorized individual requesting the cancellation on behalf of the Advertiser, and that expresses a clear intention to cancel their Custom Website Services. Such cancellation from Advertiser shall become effective on the final day of the then current term or at the end of the following term if given later than two days before the end of the current term. Publisher may cancel Custom Website Services without cause upon 30 days notice to Advertiser. Such cancellation shall become effective on the final day of the term ending at least 30 days from the date of such notice from Publisher. Upon the expiration of the Custom Website Services term, Publisher will discontinue providing Custom Website Services and the Website shall become inaccessible to the public. Publisher shall have no further responsibility to host, display, store, keep or share with Advertiser any other Content created, collected, or developed for or by Advertiser, and the Content comprising Advertiser’s Website may be permanently lost.
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