Online Advertising Contract Terms and Conditions
1. ACCEPTANCE OF AGREEMENT. It is mutually understood and agreed that this Customer Order shall become a contract between Client and GOCO Energy, hereinafter called Company, upon acceptance of the Customer Order by Company. Company will refuse to publish or provide services if Client is delinquent in any payments due to the Company, or for such other reasons, as Company, in its sole discretion, may deem appropriate. Any references herein to Company shall be defined as any end web-based-advertising site.
2. SERVICE TERM. The service term of this Agreement is an annual contract of twelve (12) calendar months unless otherwise indicated on the front of this contract and/or invoice.
3. REJECTION OF ADVERTISEMENT. Company reserves the right to not run any advertisement that is received and that is not in accordance with company’s policies. In addition, Company reserves the right to reject or cancel any advertisement, order or reservation at any time and to reject any URL link embodied within any advertisement.
4. PAYMENT. The Client agrees to pay their charges for the contracted services indicated on the contract and/or invoice, plus all State and Local taxes attributable thereto. Any unpaid balance of the service charges is due and payable upon presentation of a statement. Any amounts not paid within 30 days of the date of such a statement may thereafter bear a late charge at the rate of 1 ½% per month, or the highest rate allowed by applicable law, whichever is lower, until paid in full. In the event that the account becomes past due, in addition to such other remedies as it may have, Company shall be relieved of its obligation to perform the advertising services under this Contract and the full of the contract shall immediately become due and payable by Client. The Client must also reimburse company for all expenses incurred in connection within the collection of amounts payable, including court costs and attorneys fees.
5. CANCELLATION. Client may cancel advertising/services without penalty within (3) calendar days of this Agreement date, but in no event after the web-based publishing is completed, whichever is sooner. Company will refund for services cancelled within the cancellation period in compliance with the terms of this Section, but not thereafter.
6. EXTENSION OF CREDIT / TRADE. Company may, but need not, extend credit to Client or accept trade form Client for purchase of the services requested, upon such terms and conditions as the Company, deems appropriate.
7. ASSIGNMENT. This Agreement may not be assigned or transferred by the Client.
8. COPYRIGHT. All advertising, which represents the creative effort of the Company and/or the utilization of creativity, illustrations, labor, composition, or material furnished by it, is and remains the property of the Company, including all rights of copyright therein. Client understands and agrees that it cannot authorize reproductions, in whole or in part, of any such advertising.
9. INDEMNIFICATION AND WARRANTIES. The Client agrees to defend, hold harmless and will indemnify the Company from all damages, costs, and expenses, of any nature whatsoever, including but not limited to reasonable attorneys’ fees, for which the Company may become liable by reason of its publication of the Client’s online advertising. Client expressly warrants that they are authorized by Client to do so and on behalf of Client represents and warrants: (1) that Client is in compliance with applicable laws, including licensing requirements; (2) that Authorized Signator is a duly authorized agent for the business, product or service to be advertised; and (3) Company has the right to use any trademark, service mark, trade name, artwork, photographs, illustrations or copyrighted material appearing in the advertising text supplied by client. Client agrees that it will hold Company harmless from any and all claims and demands asserted against Company by reason of the falsity of the foregoing representations, breach of the forgoing warranties, or by reason of the falsity of any portion of said advertising or the name of copyrighted material therein, and agrees to notify Company immediately, in writing, of changes in such ownership or authorization. Client shall indemnify and hold Company harmless from all liabilities and costs, including attorney’s fees, incurred in connection with Client’s breach of any of the foregoing representations and warranties or for any other claim made on account of Company use of advertising text supplied by the Client including, without limitation to the generality of the foregoing, claims of false advertising or of infringement of the intellectual property rights of third parties.
10. LIMITATION ON LIABILITY. Client assumes all liability for content of advertising, and agrees to hold harmless, and will indemnify Company from all claims, losses, judgments, and damages arising therefrom. Liability for typographical errors, wrong insertions, late publications, and/or non-publication, non-performance due to Acts of God, as well as all other matters Advertise might raise relevant to this contract, is limited to the amount charged to the Client by Company for the applicable advertisement. Claims for an allowance for such matters must be made within seven (7) days of the matters first occurrence. LIMITATION OF LIABILITY. Company’s liability is limited in all cases to the return of the charges made for the applicable advertising. THIS LIMITATION OF LIABILITY IS A CONDITION FOR THE ACCEPTANCE OF ANY ADVERTISING BY THE COMPANY. IN NO EVENT SHALL BASIN CONNECT BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR UNREALIZED BUSINESS OPPORTUNITY, ARISING OUT OF THIS AGREEMENT OR THE PUBLICATION OF OR FAILURE TO PUBLISH ANY ADVERTISEMENT, WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CLIENT FURTHER AGREES THAT THE COMPANY’S PROVIDER OF AD MANAGEMENT SERVICES, WILL NOT BE LIABLE FOR ANY LOSSES, COSTS, OR DAMAGES THAT MAY ARISE FROM CLIENT’S USE OF AD BANNER MANAGEMENT SERVICES AND THAT NEITHER THE COMPANY NOR THE AD BANNER MANAGEMENT SERVICES WILL BE LIABLE TO CLIENT FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES.
11. FORCE MAJEURE. Each party hereto shall be excused from liability to perform its obligations hereunder where such failure results from delays caused by Acts of God, fires, floods, strikes, work stoppages, controls or regulation of federal, state, or local governments, or other causes beyond its reasonable control.
12. If Company is working directly with any other Company or Publisher, all terms, conditions, limitations and provisions regarding Companies Online Services will be negotiated between Client and Company.
13. It is expressly agreed that neither Client, nor GOCO Energy, nor their respective agents and representatives, shall disclose in any manner the terms and conditions of this Agreement to anyone not a party to it.
14. This Agreement is governed by the laws of the State of Utah
15. By signing or emailing this contract and/or invoice, and providing address information (street or other postal address, telephone, cell, fax and email addresses listed on first page of this contract and/or invoice), Client acknowledges the existence of a business relationship between Company and Client. Client hereby grants the express permission and consent to receive advertising offers and other information via direct mail, telephone, email, and facsimile transmission from GOCO Energy or any other business operated by the Company. Client agrees that such information may be transmitted to the mailing and email address(es), telephone number(s) and facsimile number(s) listed on the front of this contract or to any other contact addresses and numbers. If Client does not wish to receive communications from Company by a particular means, Client will notify Company, and Company will endeavor to honor Client’s request.
16. All correspondence addressed to Company should be directed to GOCO Energy at: cort@gocoenergy.com