The following terms and conditions (the “Standard Terms”) shall govern the GetIt Insertion Order Campaign Form.
Description of Host Network. Provider operates multiple sites on the World Wide Web (the “Host Network”). The Host Network contains Advertisements for third party job postings. For purposes of this Agreement, the term “Advertisement” refers to a graphical and/or text-based description of a job posting which, when accessed by a user, moves users from the Host Network to site(s) designated by the Customer.
Undertaking to Provide Advertising Services. Customer operates site(s) on the World Wide Web. Customer wishes to place Advertisements on the Host Network. With this Agreement, Customer requests the Provider to provide the services stated in Section 4, and Provider agrees to provide those services, for a term specified on the GetIt Insertion Order Campaign Form.
Advertisement. Customer will submit its Advertisement(s) to the Provider in a format mutually agreed to by both parties (Advertising Submission Specifications). Provider may, in its sole judgment, reject any Advertisement which does not meet the Advertising Submission Specifications, and it reserves the right to reject or terminate the display of an Advertisement if it fails to conform to applicable laws and regulations, Host Network’s policies, or the public interest. Provider may reject or remove an Advertisement which is not functional or which Provider deems unsuitable for linking.
Description of Advertising Services. Provider agrees to display the Advertisement(s) on the Host Network.
Obligations of Provider.
Reports.Provider will provide Customer a daily report that will include the number of clicks generated on the Advertisement(s) and the pending charges to Customer. Billing will be based on Provider’s click reporting. Customer shall have the right to use such data for its internal business purposes, but may not provide such data for use by third parties. Customer acknowledges that click counts, spend, and other key metrics provided by Provider are the official, definitive measurements of performance on any delivery obligations provided in the Insertion Order.
Warranties. Provider warrants to Customer that it will make a reasonable effort to perform its services under this Agreement in a competent manner. Provider does not warrant that it will be able to correct all reported defects or that use of the Host Network, Advertisement, or that the link(s) from the Advertisement(s) will be uninterrupted or error-free. Provider makes no warranty regarding features or services provided by third parties. PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE.
Hardware and Software.Provider reserves the right, in its sole discretion, to determine all matters concerning hardware and software selection and configuration, telecommunications, system components, advertising categories, positioning of Customer’s Advertisement(s), and other operational and administrative matters for the Host Network.
Advertising Fee.For the services described in Section 4, Customer agrees to pay Provider the fee described in the Insertion Order attached hereto and/or provided from time to time. Upon termination, Customer agrees to pay for all valid clicks generated up to the date of termination. Provider will invoice Customer from time to time, typically on a monthly basis. Customer agrees to pay each invoice within 30 days from the date of issuance. Amounts paid after the due date shall bear interest at a rate of 1.5% per month, plus collection costs (including, without limitation, reasonable attorneys’ fees), until paid in full. Provider reserves the right to terminate or suspend this Agreement immediately upon failure to make timely payment.
Intellectual Property Rights.
Each party to this Agreement owns its respective Web site and the material and content on its Web site. Nothing in this Agreement grants to one party any right, title, or license to the other party’s intellectual property rights.
Nothing in this Agreement grants Customer any right to use the name, trademark, or service mark of Provider in any advertisement, sales promotion or press release without Provider’s prior written approval.
Warranties of Customer.The Customer warrants that the Advertisement:
Is truthful and will not violate any foreign, federal, state or local law or regulation;
Will not infringe or misappropriate any copyright, trademark, patent, trade secrets, publicity or privacy rights of any person or third-party in any jurisdiction;
Does not contain any material which is unlawful, harmful, abusive, hateful, obscene, threatening, or defamatory.
Customer agrees to defend, indemnify, and hold harmless Provider, its officers, directors, sublicensees, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from the breach of the warranties in this section. Provider shall provide notice to Customer promptly of any such claim, suit, or proceeding and shall assist Customer, at Customer’s expense, in defending any such claim, suit or proceeding.
Liability of Provider. Customer agrees that Provider’s liability for any error in displaying the Advertisement(s) or any failure under this Agreement shall be limited to the Advertising Fees paid by Customer for the Advertisement(s) at issue or discount(s) against fees owes for clicks. If Provider is unable to display the Advertisement(s) at any time during the term of this Agreement due to acts of God, war, riot, strikes, system or transmission failure, or for any other reason beyond its reasonable control, such failure to display the Advertisement will not constitute a breach of this Agreement. IN NO EVENT SHALL PROVIDER BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SALES OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS’ FEES), EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.
Termination and Renewal.
Either party may terminate this Agreement for any reason upon 72 hours written or electronic notice.
Provider may terminate this Agreement immediately and remove the Advertisement(s) if the Provider believes in its sole discretion that the Advertisement breaches any warranty. In the event of such termination, Provider shall be entitled to receive full payment for all Advertising Fees incurred by Customer up to the date of termination.
If not terminated, this Agreement will renew for successive monthly terms upon the expiration of the period set forth in Section 2.
The following provisions shall survive termination of this Agreement: Sections 8 and 9.
This Agreement and the interpretation thereof will be governed by and construed in accordance with the laws of the State of Maryland, without regard to its choice of law rules, and the venue for any action, suit, claim, or other contested matter shall be in the Circuit Court for Montgomery County, Maryland.
This Agreement, including any Exhibits to this Agreement, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral.
The Agreement may not be modified except by written instrument signed by both parties. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.
Customer may not assign its rights or obligations arising under this Agreement without Provider’s prior written consent. Provider may assign its rights and obligations under this Agreement. This Agreement will be for the benefit of Provider’s successors and assigns, and will be binding on Customer’s heirs, legal representatives and permitted assignees.
If Provider must take steps to enforce Customer’s obligations under this Agreement, Provider will be entitled to collect is legal costs, expenses, attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief to which it may be entitled.