DIGITAL ADVERTISING AGREEMENT
This is an Advertising Contract (which includes the terms and conditions between Aventura Marketing Council (“Publisher”) and the Business named at time of purchase (“Advertiser”) under which the Publisher agrees to sell to the Advertiser and the Advertiser agrees to purchase from the Publisher advertising space on the website aventuramarketingcouncil.com owned by Publisher within the time duration (“Contract Period”) and at the minimum frequency and at the minimum size at a rate provided. Advertiser is aware that Nataron Enterprises LLC via firepeppermarketing.com will be managing the digital media for Publisher and facilitate both the billing and digital content on behalf of Publisher.
The agreement period is for a period of 12 consercutive months beginning at the time of purchase.
TERMS AND CONDITIONS
1. Time. The agreement will automatically renew for successive annual, unless either party provides written notice to the other of at least 30 days before the end of the current term that the agreement shall not be renewed.
2. Manner of Display and Acceptable Content. Until this Agreement is terminated according to the terms provided herein, the Advertisements will be displayed within aventuramarketingcouncil.com. Client will supply all artwork, copy, photos and final layout for the Advertisements. Publisher reserves all rights to determine whether artwork or other content submitted for the Advertisements is acceptable for use in advertising. Publisher may, in its sole discretion, refuse the use of any Advertisement.
3. Payment shall be deemed earned at the time payment is received. Publisher reserves the right to seek full recovery of any overdue amounts from Advertiser or any of its authorized advertising agents.
4. Assignment This Agreement shall not be assigned by Advertiser. Publisher shall have the right to sell, assign, or transfer this Agreement with all its right, title, and interest in it to any person, firm, or corporation at any time, and any assignee shall acquire all of the rights and assume all of the obligations of Publisher under this Agreement.
5. Publisher’s Right to Insert Advertising. In the event advertising copy is not furnished by the Advertiser, the Publisher shall have the right, but not the obligation, at its discretion, to charge to the account of the Advertiser, advertisements containing the same and description of the Advertiser in such space as may be necessary to fulfill the Advertiser’s requirements of time and space.
6. Cancellation. Publisher reserves the right to cancel this Contract without notice in the event of default in payment or violation of any terms of this Contract by Advertiser, or use any other remedy allowable in law or equity, or both. In the event Publisher cancels in accordance with these terms the Advertiser agrees to pay any remaining balance.
7. Right of Rejection. Publisher reserves the right to reject any advertisement that does not comply with its guidelines or which may be objectionable for any reason, in the Publisher’s sole discretion, or that is tendered by an advertiser whose account is delinquent.
8. Representations and Warranties/Indemnity. Advertiser represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it owns (or has the right to use) all content, including all trademarks and copyrighted material, provided to Publisher or otherwise used by Advertiser pursuant to this Agreement; (c) the Advertising and any other content published or displayed pursuant to this Agreement will not violate or infringe any law, rule, regulation or right of any third party; (d) it will fulfill all representations and commitments made in any Advertising; and, (e) it will act at all times in accordance with all applicable laws, rules and regulations. Advertiser shall indemnify, defend and hold harmless Publisher, its affiliated companies, and each of their officers, directors, shareholders, employees, representatives and contractors, from every claim, liability, expense or injury related to any allegation regarding: the breach of any representation or warranty made, or failure to perform any obligation undertaken, by Advertiser pursuant to this Agreement; Advertiser's person, property or assets; the content of, or representations made in, any Advertising or on Advertiser's Web site; and, any other content, material or information provided, created or used by Advertiser. Publisher will have the right to control the defense of any claim involving Publisher.
9. Limitation of Liability. IN NO EVENT SHALL PUBLISHER BE LIABLE TO ADVERTISER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND REGARDLESS OF WHETHER PUBLISHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PUBLISHER BE LIABLE TO ADVERTISER FOR ANY AMOUNT GREATER THAN THE AMOUNT PAID BY ADVERTISER TO PUBLISHER UNDER THIS AGREEMENT FOR THE MOST RECENT THREE-MONTH PERIOD PRIOR TO ANY ALLEGED CLAIM BY ADVERTISER. PUBLISHER EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING PUBLISHER SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTY REGARDING (A) THE NUMBER OF PERSONS WHO WILL ACCESS THE ADVERTISEMENT; (B) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM ANY ADVERTISING; AND (C) THE SPEED, ACCESSIBILITY, OPERATION OR FUNCTIONALITY OF ANY ADVERTISING TO BE DISPLAYED.
10. Errors. Advertiser agrees to notify the Publisher of typographical errors. The Publisher will not, in any event, be responsible for typographical errors. If requested in writing, a letter of explanation will be furnished to the Advertiser for the benefit of Advertiser’s customers. Any claim for allowance must be made within ten (10) days after the occurrence of any error.
11. Non-transfer. The space hereby contracted for is for the exclusive use and benefit of the undersigned Advertiser. It may not be used by or transferred to another advertiser, in whole or in part.
12. Ownership of Advertising. All property rights to any advertisements produced by the Publisher using artwork or typography furnished or arranged for by Publisher shall be the property of the Publisher. No such advertisement, or any part thereof, may be reproduced by Advertiser or any third party without the prior written consent of the Publisher.
13. Taxes. If there shall be imposed on the Publisher any tax based on or measured in whole or in part by advertising, the rates herein shall be increased in an amount sufficient to absorb and cover that part of the tax based on or measured by advertising.
14. Agent’s Liability. In the event this Contract is entered into between the Publisher and an advertising agency, the advertising agency shall be jointly and severally liable with Advertiser, as the agent’s principal, for all payment due under this Contract, notwithstanding that the name of the principal has been disclosed.
15. Terms of Payment. This Contract does not extend credit. All charges are net cash with order. If the Publisher elects to extend credit, all accounts are due and payable by the tenth day of the month following publication, and if then unpaid, the account shall be deemed to be delinquent. All sums payable under this Contract are payable without relief from valuation or appraisement laws. In addition to any other sum payable by Advertiser under this Contract, Advertiser shall pay any reasonable expense, including all attorneys’ fees and court costs incurred by the Publisher in connection with the collection of any sum payable under this Contract or incurred because of violation of any of the terms or conditions of this Contract by Advertiser. The Advertiser will be liable for 18% interest in the event a dispute is litigated.
16. Termination. Publisher may terminate this Agreement immediately if Advertiser fails to make any payment required herein, or if Advertiser breaches any other portion of this Agreement. Upon termination, all amounts due under this Agreement shall immediately become due and payable.
17. Severability If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.
18. Force Majeure. Except for payment obligations, neither party shall be deemed in default of this Agreement, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, labor strike, lockout, or boycott, provided that the Party relying upon this section (i) shall have given the other Party prompt written notice thereof and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this section extends for a period in excess of thirty (90) days in the aggregate, either Party may immediately terminate this Agreement.
19. Governing Law. This Contract is subject to acceptance by Publisher in the State of Florida, and the parties agree that substantially all of the performance of this Contract shall take place in the State of Florida. This Contract expresses the entire agreement of the parties and shall not be binding upon the Publisher until signed by its Advertising Manager. Venue for any lawsuit filed by either party to this agreement for any reason whatsoever shall be in Miami-Dade County, Florida. Furthermore, both parties to this agreement waive any right to have a jury trial in any lawsuit in determining any rights of either party to this agreement.