ADVERTISING AGREEMENT
The following terms and conditions define the Agreement by and between Wedding Chicago, Inc., an Illinois corporation, ("Company") and Advertiser.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Advertisement. During the Term (set forth in Exhibit 1 attached hereto), the Company shall display the Advertiser’s Advertisement on http://www.WeddingChicago.com (the “Site”). The design, contents, rotation, and placement of the Advertisement shall be as mutually agreed upon by the parties and as specified in Exhibit 1 hereto.
Payment. Advertiser shall pay the fee set forth in Exhibit 1 to the Company, due and payable as indicated therein. In the event the Advertiser defaults in paying any monies due hereunder or in performing any of its obligations hereunder or violates any terms or conditions set forth herein, the Company shall have, in addition to all other rights and remedies provide by law, the right to immediately remove any Advertisement and terminate this Agreement by giving written notice of such termination. Advertiser shall pay the Company for all advertising published during the Term of this Agreement, and shall pay all costs, including attorney’s fees, incurred by the Company in connection with any past due account of Advertiser.
Right to Refuse and Review. The Company shall have the right to review and approve all advertising placed on the Site. The Company has the right to carry competitive advertising, unless the Advertiser specifically pays for exclusive advertising, either for the entire Site or specific pages within the Site. The Company reserves the right to refuse any advertisement, sponsorship, or banner that does not completely conform to every detail, instruction, method, and guideline set forth herein and any guidelines provided by the Company. The Company reserves the right to refuse any advertisement, as set forth in Exhibit 1, that does not arrive seven (7) days before the Advertiser would like the advertisement to be produced on the Site. The Company does not accept advertising from companies that produce or provide tobacco, alcohol, pornographic or unlawful products or services (which the Company shall have complete discretion to define), or their subsidiaries, or foundations funded by such companies whose function is to improve acceptance of such products by the public. This Agreement is void able by the Company immediately if Advertiser fails to disclose (or conceals or misrepresents) any involvement with tobacco, alcohol, pornographic or unlawful products or services. In addition, the Company may in its complete discretion refuse the use of any other advertising that it deems appropriate.
Statistics. The Company makes no guarantee regarding the number of impressions, hits, click-throughs or any other form of measurable response to advertising (hereinafter “Statistics”). The Company shall not be held liable for any claims as they relate to current, historical or projected Statistics.
Truth in Advertising/Indemnification. Advertiser is solely responsible for any legal liability arising out of or relating to: (1) the Advertisement, and/or (2) any material to which users can link through the Advertisement. Advertiser represents and warrants that the Advertisement and Link comply with the Company’s advertising standards; and that it holds the necessary rights to permit the use of the Advertisement and Link by the Advertiser for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of the Advertisement has not and will not violate any laws or any rights (including laws relating to and rights of third parties), including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any antidiscrimination law or regulation, or any other right of any person or entity; and Advertiser further represents and warrants that the products and/or services being advertised are safe and comply with all laws and regulations. Advertiser agrees to indemnify the Company and to hold the Company harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by the Company, arising out of or related to Advertiser’s breach of any of the foregoing representations and warranties. Advertiser agrees to list the Company as an additional insured on any policy issued to Advertiser pursuant to which there could be coverage for any of the forms of legal liability described in this paragraph.
LIMITATION ON DAMAGES. The Company shall have no liability whatsoever in the event of any act of God, the public enemy, or governmental authority, labor dispute, war (whether or not declared), civil disobedience, riot, failure of equipment or systems of Company or its suppliers or other occurrences beyond its control that shall in any way slow, restrict, prevent or disrupt the operation of the Site. The Company does not warrant that this Site will be uninterrupted or free of technical or other inaccuracies, mistakes, or typographic or other errors, that defects will be corrected, or that the Site or server that makes the Site available are free of viruses or other harmful components. The Company shall have no liability whatsoever, by reason of any error in connection with any advertisement (including, without limitation) typographical errors, failures to publish on desired dates or in requested positions, proximity to competitors ads, omissions or additions to advertisements; however, the Company may adjust or rebate the charge of any advertisement or any portion of any advertisement which has been materially effected by any error of the Company. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO ADVERTISER OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THIS AGREEMENT OR THE SITE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
THE COMPANY disclaims any and all representations and warranties, including any regarding merchantability, fitness for particular purposes, suitability, compliance with laws, quality, or otherwise, with respect to the SITE.
IN NO EVENT SHALL THE COMPANY BE LIABLE IN ANY WAY FOR AN AMOUNT GREATER THAN THE PAYMENT OWED BY ADVERTISER UNDER EXHIBIT 1.
THE COMPANY ASSUMES NO LIABILITY TO ADVERTISER IN THE EVENT THE COMPANY ENTERS INTO BANKRUPTCY OR CEASES ITS BUSINESS.
THE COMPANY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS CONTAINED IN THIS SECTION.
Intellectual Property Rights. Neither party will acquire any ownership interest in each other’s intellectual property. The Company shall have the right to place Advertiser’s logo, trade name and trademark on any advertising from Advertiser and to otherwise use such items in connection with the purposes of this Agreement. The trademarks, logos, service marks, text and content displayed on this Site are the property of the Company or other third parties. The Advertiser is not permitted to use any intellectual property without the prior written consent of the Company or such third party, which may own the intellectual property. All property rights, including any copyright interest in the advertising produced for Advertiser by the Company using designs, artwork and/or typography furnished or arranged for by the Company, shall be the sole property of the Company. No such advertising or any part thereof may be reproduced without the prior written consent of the Company.
Assignment. Advertiser may not assign this Agreement, in whole or in part, without the Company’s written consent. Any attempt to assign this Agreement without such consent will be null and void.
Confidentiality and Data. Both parties shall keep the terms of this Agreement confidential. The Advertiser warrants that it will not disclose any information about the Site, nor disclose any Statistics or any other data collected by the Company to any third parties, without the express written consent of the Company and the Company shall be the exclusive owner of any Statistics and/or data collected.
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Illinois.
Injunctive Relief. Advertiser acknowledges that, in the event of your breach of any of the foregoing provisions, the Company will not have an adequate remedy in money or damages. The Company shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. The Company’s right to obtain injunctive relief shall not limit its right to seek further remedies.
No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
Agreement. This Agreement and any and all exhibits and attachments are the complete agreement between the parties. The Advertiser warrants and represents that it will comply with and not violate the Site’s Terms and Conditions and Privacy Policies. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. This Agreement may be executed in one or more counterparts. An executed copy sent via facsimile will be considered legally binding.