CouponsOffersandDeals.com Advertising Terms and Conditions
These Terms and Conditions shall govern the relationship between CouponsOffersandDeals.com (COD) a website owned and operated by AutoNetwork, Inc., for itself and as representative of any third party network on which advertising described by the selected ad plan (the “Ads”) will be displayed (collectively, the “Publishing Party”), and the agency and advertiser set forth by the selected ad plan. Unless expressly agreed to in writing by COD, no other terms or conditions appearing in contracts, orders, insertion instructions or otherwise will be binding on the Publishing Party. All Ads are subject to COD’s acceptance.
1. The Publishing Party reserves the right to reject, remove or cancel any advertising, space reservation or position commitment at any time and for any reason in its sole discretion.
2. If any advertiser or agency engages COD to provide, and COD agrees to provide, advertising design services, COD will design the advertisements using text, photographs, trademarks, trade dress elements, and other intellectual property provided by advertiser or agency (“Advertising Materials”). By providing such materials to COD, advertiser and, if provided by an agency, agency represent that it/they has the right to provide such materials, and have the Publishing Party distribute, reproduce, display, and republish such materials, without violating the rights of any third party. Such Advertising Materials must be provided in a form and format prescribed by COD and within the deadlines prescribed by COD. COD shall have no liability for delays in performance, or failure to provide deliverables, resulting from any delays caused by advertiser or agency, and COD shall have no liability for the content of any advertisement. Advertiser’s and agency’s sole remedy for any failure of COD to provide the services described herein shall be to receive replacement design services. Advertising design services are provided on “as is” basis with no warranties whatsoever. TO THE FULLEST EXTENT PERMITTED BY LAW, COD DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, ASSOCIATED WITH SUCH DESIGN SERVICES.
3. Each advertisement covers only advertising relating to the regular business owned by advertiser. No subletting, brokering, or assignment of ads under any ad plan is permitted without the consent of COD.
4. Advertising will be created and uploaded by advertiser but approved only by COD before being displayed on CouponsOffersandDeals.com.
5. The Publishing Party shall have no obligation to change advertisement creative or ad plan after acceptance of any advertising for ad term.
6. Unless otherwise specified in ad plan, placement of advertisements will conform to ad plan selected by advertiser.
7. All Ads are accepted and published by the Publishing Party entirely on the representation that the agency and advertiser are duly authorized to distribute, display, reproduce and republish the entire contents and subject matter, without violation of any third party rights, including any intellectual property rights, and shall be jointly and severally responsible for payment thereof. In consideration of the publication of advertisements, the advertiser and agency, jointly and severally, will indemnify and save harmless the Publishing Party, any other entities that own or operate any of the Distribution Network, and their respective parents, subsidiaries and affiliates, and the partners, directors, officers, agents, employees of each of them, and any third-party service providers and third-parties distributing the advertising via the Distribution Network, from and against any and all loss, damage, liability, or expense of any kind (including reasonable attorneys' fees) incurred in connection with any claims of any kind that arise out of or in connection with an Ad or any website(s) or material(s) that can be linked to through an Ad. The indemnifying party may not agree to any settlement that imposes any obligation or liability on an indemnified entity without that entity/party’s prior express written consent.
8. For billing purposes, delivery shall NOT be based on the Publishing Party advertising server’s reported numbers.
9. Payment of accounts is made in Advance by one of methods shown and accepted by COD for selected ad plan and length of term. Agency and advertiser agree to pay any federal, state or local tax or other charges which may be imposed on any advertising, in addition to the rates set forth in the selected ad plan.
10. The Publishing Party shall have no liability for any omission of an advertisement or portion of an advertisement. In the event of any error in a published advertisement for which the Publishing Party may be held legally responsible, the Publishing Party’s sole responsibility shall be to extend
advertisement at no additional expense to agency or advertiser for the period of time the advertisement was not published. In the event an Ad campaign is not run as scheduled, the Publishing Party’s sole responsibility shall be, in its discretion, to (a) provide the advertiser a refund for Ads not run; (b) run the advertiser’s campaign at a later date; or (c) run the advertiser’s Ads in a different position of the Publishing Party’s choice. The Publishing Party will not, in any event, be liable for any general, consequential or special damages, including, but not limited to, lost income or profits. In no event will the Publishing Party’s liability to any agency or advertiser exceed the amounts paid or payable by the advertiser under the applicable selected ad plan. The Publishing Party shall not be subject to any liability whatsoever for any failure occasioned because of accidents, fires, strikes, work stoppages, system outages, other circumstances beyond the Publishing Party’s control, or extraordinary new events that preclude the Publishing Party from fulfilling any selected ad plan. In such an event, the affected selected ad plan will be suspended during the period of inability to perform and the terms extended for a like period. The Publishing Party will not have any liability because of such suspension. Unintentional or inadvertent failure of the Publishing Party to fulfill advertising shall not operate as a breach of the selected ad plan.
11. Agency or advertiser may not cancel any selected ad plan without 30 days prior written notice to COD.
12. Agency and advertiser acknowledge that all or part of the advertising placed in connection with this selected ad plan may be displayed on websites or in modules that are owned or controlled by third parties, or that link to content or other websites that are owned or controlled by third parties. Agency and advertiser acknowledge and agree that COD has no control over, or responsibility for, the content of any such third party websites or modules.
13. By placing advertising with COD, advertiser and agency agree to be bound by these terms and conditions. These terms and conditions shall be governed by and construed in accordance with the substantive laws of the state of Virginia without regard for conflicts of laws principles. Any disputes arising out of or related to Ads shall be brought only in a state or federal court located in Fairfax County, Virginia. Advertiser and agency each consent to the exclusive jurisdiction of such courts and waive any objection to the laying of venue of any such civil action or proceeding in such courts. The parties hereto expressly intend the provisions of this Agreement to confer a benefit upon and be enforceable by, as third-party beneficiaries of this Agreement, the third persons referred to in, or intended to be benefited by, such provisions. No failure or delay by the Publishing Party in exercising any of its rights, powers or privileges hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise thereof.