TERMS AND CONDITIONS OF CAYSEAS, LLC ADVERTISING AGREEMENT
1. All advertising is subject to Publisher’s approval.
2. All new contract advertisers must pay for at least 50% deposit of quote in advance at signing with remaining 50% balance due prior to start of services or first draft is presented. One month’s services in paid in full prior to worked commenced is required.
3. An interest charge of 5% per month will be added to accounts not paid within thirty (30) days of billing date.
4. All advertising must be paid in advance.
5. This agreement cannot be invalidated or cancelled by Advertiser for wrong insertions or omissions by Publisher.
6. Limitation of Liability. Publisher shall not be responsible for typographical errors. However, in its sole discretion, Publisher may reduce the charge for such portion of an advertisement as may have been rendered useless by such typographical error. Publisher assumes no responsibility for more than one insertion error in any Product advertisement. Advertiser agrees that in the event Publisher fails to publish any advertisement, or makes any error in the publication of any advertisement, or otherwise breaches this Agreement or as a result of any other claims or causes of action, Advertiser’s sole remedy and Publisher’s total liability is limited to refunding the cost of the advertisement in question to the extent applicable. Advertiser waives the right to collect any and all other damages, including, but not limited to direct, indirect, incidental, consequential, lost profits damages, or any other damages, regardless of the source of such damages.
7. The rates agreed to in the agreement between Advertiser and Cayseas, LLC shall apply only if Advertiser fully performs this agreement according to its terms. If Advertiser cancels this agreement for any reason other than a rate increase as provided for in paragraph 11 hereof, Advertiser shall pay for either (a) all advertising from the date of this agreement to date of cancellation at the current Open Rate per line, or (b) the outstanding balance due for all advertising contracted for, whichever amount is greater.
8. Any bills rendered to Advertiser by Publisher shall be conclusively correct and shall constitute an account stated, unless a specific, written objection is made thereto by Advertiser within thirty (30) days from the date of billing.
9. Publisher reserves the right to cancel this agreement at any time without notice if Advertiser fails to pay any bill within thirty (30) days of submission thereof or commits any other breach of this commitment. In the event of such cancellation, Advertiser agrees to pay (a) all advertising from the date of this agreement to date of cancellation at the current Open Rate per line,
and (b) all costs of collection, including without limitation reasonable attorney’s fees for the collection of monies due from Advertiser and in enforcing Publisher’s rights under this agreement,
whether or not a lawsuit is instituted.
10. Advertiser represents to Publisher that none of the advertising copy submitted by it to Publisher shall give rise to a claim by a third party for fraud, misrepresentation, defamation, trade disparagement, invasion of privacy or infringement of any copyright, trademark or trade name (hereinafter “Third Party Claims”). Advertiser also agrees to defend, reimburse, pay, indemnify and
save and hold Publisher and its agents and assigns harmless from any liability, loss, damages, judgment or claim or any and all costs and expenses (including without limitation attorney’s fees and costs) incurred by them in connection with any action suit, claim or proceeding in whatever nature threatened or brought against them arising from any advertisement published by Publisher for
Advertiser pursuant to this agreement, including without limitation any Third Party Claims.
11. Advertiser warrants and represents to Publisher that any advertisement submitted to Publisher shall be for products or services that are legal in the jurisdiction in which such advertisement is published. Advertiser represents and warrants that it has the legal authority to sell the product or service intended and warrants and that it has and will comply with applicable law. Advertiser agrees to hold Publisher harmless and to indemnify Publisher from any costs or expenses it incurs as a result of the breach of this representation and warranty.
12. Publisher reserves the right to change the rates agreed to herein at any time, provided, however, that if Publisher increases advertising rates during the term of this agreement to the Advertiser, Advertiser has the right to cancel this agreement, without short rate penalty charge, within five (5) days of the date on which higher rates applicable to Advertiser are made effective by Publisher.
13. If this agreement is signed by an advertising agent for Advertiser, said agency represents and warrants that it is authorized to sign the agreement for its client involved. It is further understood and agreed that the Advertiser/client benefiting from any advertising ordered by the agency is liable for payment therefore jointly and severally with the agency.
14. Advertiser agrees that in the event new copy is not supplied before the deadline for next insertion, Publisher has the right to insert the minimum rate holder.
15. If Online Advertising Materials are late, Advertiser is still responsible for the media purchased pursuant to the Insertion Order, and the Media Company may run a Public Service Announcement (PSA) or house promotion as a replacement until the creative is received.
16. Canceled online campaigns will be subject to a fee of $250 in addition to payment for all impressions served or services performed.
17. Online campaigns priced under current published rate may be subject to pre-emption.
18. Advertiser expressly invites and grants permission to Publisher to transmit any advertisement or solicitation pertaining to Publisher’s goods and services to Advertiser by any means, including via e-mail.
19. This agreement constitutes the entire agreement between the parties, and NO VERBAL agreements or representations changing or supplementing in any manner the Terms and Conditions hereof shall be
deemed effective.
20. This agreement shall be governed by the laws of Arizona. Any dispute arising under this agreement may be resolved either in court, or by arbitration at Publisher’s discretion.