Standard Terms and Conditions for Internet Advertising
These Standard Terms and Conditions for Internet Advertising and the “Insertion Order” by and between Savvy Miss, Inc. (“Savvy Miss”) (“Advertiser”) and, if applicable, by its authorized advertising agency (“Agency”) constitutes the “Agreement” between the parties.
- Insertion Orders. From time to time, the parties may negotiate an insertion order (“IO”) under which Savvy Miss, Agency, Advertiser (or otherwise) will create advertisements (“Ads”) for use on Savvy Miss’s Web site and/or Email Newsletter (www.EveryDayHappyLife.com) for the benefit of the Advertiser. An IO will be binding only if accepted by Savvy Miss. Each IO shall specify: (a) the type and amount of inventory to be delivered (the “Deliverables”); (b) the price for such Deliverables; (c) the maximum amount of money to be spent pursuant to the IO (if applicable); (d) the start and end dates of the campaign; (e) any special requirements; and (f) specifications concerning ownership of data collected, if applicable. Revisions to accepted IOs must be made in writing and acknowledged by the other party in writing.
- Ad Placement.
Savvy Miss shall create a reasonably balanced delivery schedule and provide the Ad(s) to the Web site as specified on the IO when such Web site is called up by an Internet user.
- Force Majeure.
Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, and terrorism or labor disputes. In the event of a force majeure that prevents Savvy Miss from fulfilling its obligations, the parties shall attempt to negotiate an alternative; however, if an event of force majeure has continued for five consecutive business days or ten days in the aggregate, either party has the right to cancel the remainder of the IO without penalty.
- Ad Materials.
All Advertising Materials shall conform to Savvy Miss’s advertising criteria or specifications, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Savvy Miss’s public image, community standards regarding obscenity or indecency, or other editorial or advertising policies and due dates (collectively “Policies”). If Advertising Materials are delivered to Savvy Miss late, Advertiser is still responsible for the media purchased pursuant to an IO.
Savvy Miss reserves the right to reject or remove from its Web site any Ads which do not comply with its Policies, or that in Savvy Miss’s sole reasonable judgment, do not comply with any applicable law, regulation or other judicial or administrative order. In addition, Savvy Miss reserves the right to reject or remove from its Web site any Ads which bring disparagement, ridicule, or scorn upon Savvy Miss provided that if Savvy Miss has reviewed and approved such Ads prior to their use on the Web site, Savvy Miss will not immediately remove such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Agency.
- Representations and Warranties.
- Agency represents and warrants that it has the authority as agent to Advertiser to bind Advertiser to this Agreement. Advertiser represents and warrants that: (i) it has the right, power and authority to enter into this agreement, grant all rights granted herein and perform all terms and conditions in accordance herewith; (ii) it has all necessary licenses and clearances to use the content contained in the Ads and Advertising Materials without any liability to any third parties; (iii) it shall comply with the confidentiality provisions of this Agreement; and (iv) that any content provided to Savvy Miss for the Ads shall not violate or infringe on the rights of any third parties or contain any obscene or defamatory materials.
- Savvy Miss represents and warrants that Savvy Miss: (i) has the right, power and authority to enter into this Agreement and perform all terms and conditions in accordance herewith; (ii) shall comply with the confidentiality provisions of this Agreement; and (iii) that the content of Savvy Miss shall not contain obscene or defamatory materials.
The parties agree to indemnify each other and hold harmless for any costs (including reasonable outside attorneys’ fees) incurred by reason of a breach of any of the respective representations, warranties and/or material obligations hereunder. If a claim is made against either party (the “Indemnified Party”) in respect to any allegation for which indemnity may be sought from the other party (the “Indemnifying Party”), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party’s expense in connection with the defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of any such claim. The Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party’s rights or interests without the prior written consent of the Indemnified Party.
- Liability Limitation.
Excluding damages that result from intentional misconduct by the parties, in no event will either party be liable for any consequential, indirect, incidental, punitive, special or exemplary damages, including without limitation, damages for loss of profits or business interruption incurred by the other party arising out of this Agreement.
Any marked confidential information and proprietary data provided by one party, including the Ad description and the pricing of the Ad set forth in the IO, shall be deemed “Confidential Information” of the disclosing party. Confidential Information shall also include information provided by one party which, under the circumstances surrounding the disclosure, would be reasonably deemed confidential or proprietary. Confidential Information shall not be released by the receiving party to anyone except an employee or agent who has a need to know the same, and who is bound by confidentiality obligations. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.
For purposes of confidentiality, Agency and Advertiser shall be considered one party. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” shall not include information which: (i) was previously known to a party; (ii) was or becomes generally available to the trade industry or public through no fault of the receiving party (“Recipient”); (iii) was rightfully in Recipient’s possession free of any obligation of confidence at, or subsequent to the time it was communicated to Recipient by the disclosing party (“Discloser”); (iv) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under this Agreement; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.
- Privacy Policies.
Savvy Miss, Agency, and Advertiser shall post on their respective Web sites their privacy policies and adhere to their privacy policies, which abide by the applicable laws.
- Neither party may resell, assign or transfer any of its rights or obligations hereunder, and any attempt to do so shall be null and void, except that the parties may assign their rights or obligations to an entity which acquires substantially all of its assets pursuant to a merger, sale or acquisition if such third party entity is financially responsible and assumes all the executory obligations of this Agreement.
- This Agreement shall be governed by the internal laws of the State of California. Any disputes between the parties arising from or related to this Agreement shall be submitted to final and binding arbitration at the Los Angeles office of JAMS or its successor (“JAMS”) in effect at the time the request for arbitration is made (the “Arbitration Rules”). The arbitration shall be conducted in Los Angeles County before a single neutral arbitrator appointed in accordance with the JAMS Arbitration Rules. Judgment upon the award may be entered in any court of competent jurisdiction. The party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including reasonable outside attorneys’ fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered.
- Any notice required to be delivered hereunder shall be deemed delivered three days after deposit in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices shall be sent to the address specified on the IO.
- Paragraphs 3, 8, 9, 10, 11 and 12 of these Standard Terms and Conditions shall survive termination or expiration of this Agreement. In addition, each party shall return or destroy the other party’s Confidential Information and remove Advertising Materials and Ad tags.
- The Standard Terms and Conditions for Internet Advertising and the related IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous agreements, either oral or written, between the parties with respect to the subject matter. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same document.
End of Standard Terms and Conditions.