Standard Terms and Conditions
These standard Terms and Conditions are intended for conducting business in a manner acceptable to all parties. Please carefully read Global Digital Revenue, LLC Standard Terms and Conditions before signing the Insertion Order Form/Contract.
1.- AUTHORIZATION / SERVICES: This agreement, in conjunction with the corresponding Insertion Order, shall constitute Advertiser/Ad Agency, its clients’ and agents’ (herein collectively referred to as “Advertiser”) understanding that Global Digital Revenue, LLC’s (Global Digital Revenue’s) sole obligation is to promote the Advertiser’s product or service as described in the Insertion Order Form. Advertiser hereby authorizes Global Digital Revenue to promote and distribute Advertiser campaign via any electronic media (including website placement, search listing, and/or email marketing) as Global Digital Revenue, LLC in its discretion deems appropriate to meet Advertiser’s performance objectives. Advertiser agrees to allow and/or assist Global Digital Revenue, LLC to alter, resize, or otherwise modify creative only as necessary for distribution through the various channels listed above.
2. – LICENSES AND INDEMNIFICATION: Advertiser/agency represents that the advertiser is the owner or is licensed to use the entire contents and subject matter contained in its advertising and collateral information, including, without limitation: (a) the names and/or pictures of persons; (b) any copyrighted material, trademarks and/or depictions of trademarked goods or services; and (c) any testimonials or endorsements contained in any advertisement submitted to Global Digital Revenue, LLC. In consideration of Global Digital Revenue, LLC’s acceptance of such advertisements and information for publication, the advertiser and agency will jointly and severally indemnify and hold Global Digital Revenue, LLC harmless against all loss, liability, damage and expense of any nature (including attorney’s fees) arising out of the copying, printing, distributing, or publishing of advertiser’s/agency’s advertisements. If advertiser possesses any pre-existing copyright interests in the advertisements, advertiser grants Global Digital Revenue, LLC the right to use, reproduce, and distribute the advertisements.
3. – TERMINATION/REJECTION: Either party may terminate this agreement by providing the other party with 5 business days written notice. Global Digital Revenue, LLC reserves the right without limitation to reject, omit or exclude any advertisement or to reject or terminate any links.
4. – PROPRIETARY INFORMATION / CONFIDENTIALITY: Parties may have disclosed to each other information relating to each party business (including, without limitation, data and other information pertaining to publisher sites, affiliates and vendors). Parties agree to hold Proprietary Information in strict confidence and to take all reasonable precautions to protect it.
5. – PROPRIETARY RELATIONSHIPS: Global Digital Revenue, LLC has relationships with many publishers, advertisers, websites and advertising agencies. With the exception of reasonably documented, pre-existing relationships with direct publishers, advertisers, ad agencies, websites, networks or relationships entered into in the ordinary course of Advertiser’s business, Advertiser agrees not to solicit, induce, recruit or encourage, directly or indirectly, any publisher that the Advertiser knows, or has reason to know for the purpose of offering to such publisher products or services that compete with those of Global Digital Revenue, LLC. Advertiser understands that in the event of a breach of contract, the advertiser/ad agency may not solicit Global Digital Revenue, LLC publishers, advertisers, websites or ad agencies used during the campaign with Global Digital Revenue, LLC during a 6 month period.
6. – PRESS RELEASES: Advertiser/ Advertising agency is willing to collaborate with press releases and/or be mentioned as a provider. If Advertiser is unwilling to participate in PR activity, please initial here ______.
7. – PAYMENT AND CANCELLATION TERMS: All invoices created by Global Digital Revenue, LLC for work performed and delivered to the Advertiser/Ad Agency shall be based on Global Digital Revenue, LLC measurements. All payments will be made in advance unless credit is approved and Global Digital Revenue, LLC is under no obligation to perform services until payment is received. All payments must be made in U.S. funds. The undersigned acknowledges that all accounts are due and payable within 30 days of the invoice date. An interest charge of 1.5% per month will be applied to any unpaid balance after thirty (30) days. In the event this account is in default, customer agrees to pay all costs of collection, including court costs and attorney fees, whether suit is filed or not. In the event that suit is filed, venue will be Dade County, Florida. Payment will be executed to Publisher after Global Digital Revenue, LLC receives the payment from Client. Payment cannot be required by Publisher before Global Digital Revenue, LLC receives payment.
8. – CHOICE OF LAW AND VENUE: This contract shall be interpreted and construed in accordance with the laws of the State of Florida, without regard to its conflicts of laws provision, and with the same force and effect as if fully executed and performed therein. Each party hereby consents to the personal jurisdiction of the State of Florida, acknowledges that venue is proper in any state or federal court in Florida, agrees that any action related to this Agreement must be brought in a state or federal court in the State of Florida, and waives any objection that may exist, now or in the future, with respect to any of the foregoing.
9. – CAN-SPAM LAW: Global Digital Revenue, LLC ensures full compliance with the CAN-SPAM Act, which came into effect on January 1st 2004. As a marketer, you are 100% responsible for any opt-in email campaign you market or re-broker to third party mailers. As a client, affiliate, partner or advertising agency, you agree to indemnify us and hold us harmless from any and all claims arising as a result of errors, omissions, negligence or violations of the law on your part of any of your associates or affiliates. All email campaigns must be in compliance with the CAN-SPAM Act and we encourage our clients, partners, affiliates and Ad Agencies to be informed about CAN-SPAM Legislation in the following link: http://www.spamlaws.com/federal/can-spam.shtml
10. – LIMITATION OF LIABILITIES: Global Digital Revenue, LLC SHALL NOT HAVE ANY LIABILITY TO THE ADVERTISER FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT GLOBAL DIGITAL REVENUE, LLC’S TOTAL OBLIGATIONS AND/OR LIABILITY CAN NEVER EXCEED THE CHARGE FOR THE ADVERTISEMENT IN QUESTION.
11. – COMPLETE AGREEMENT: This Agreement, together with the Insertion Order(s) incorporated by reference, embodies our entire agreement, supersedes all prior oral and written agreements, and may not be amended or modified except by a writing acknowledged and accepted by both parties. In the event that any of the provisions included herein are held to be unenforceable, the remaining portions of the Agreement will remain in full force and effect.
Global Digital Revenue, LLC
Wilmington, NC
Bend, OR