The following terms and conditions (“Sponsor Terms and Conditions”) govern the placement and delivery of advertising (“Ad”) as set forth in the Sponsor Information Form submitted by the Sponsor. The Sponsor Terms and Conditions and any associated Sponsor Information Form or Sponsor Information Forms are collectively referred to herein as the “Sponsor Agreement”.
This Agreement is entered by and between GuideComm and the company named as Sponsor in the Sponsor Information Form (“Sponsor”) and/or the agency listed in the Sponsor Information Form for such Sponsor (“Agency”), if any.
Invoices will be sent by GuideComm at such times as provided in the Sponsor Information Form, or otherwise from time to time according to GuideComm’s normal billing procedures. Invoices will be sent to the billing address of the Sponsor or Agency, as applicable and as set forth in the Sponsor Information Form. Failure by GuideComm for whatever reason to send a timely invoice will not affect Sponsor’s obligation to pay for any Ads placed in accordance with the Sponsor Information Form.
2. Terms of Payment
Payment is due within thirty (30) calendar days following the date of invoice, unless GuideComm expressly agrees otherwise in the Sponsor Information Form. Payment not made within five (5) business days of the due date shall accrue interest at the rate of 1.5% per month, or if less, the highest rate permitted under law. All costs of collection, including reasonable legal fees and expenses, incurred by GuideComm shall be borne by the Sponsor. The Sponsor shall pay all sales, use, excise and other taxes which may be levied upon either party in connection with this Sponsor Agreement, except for income taxes.
Should the Sponsor have any other outstanding and overdue amounts owed to GuideComm for any other service or products, amounts paid for an advertisement may be applied to such other debts, at the discretion of GuideComm.
3. Payment Liability
In the case of any Agency listed on the Sponsor Information Form, GuideComm will hold Agency and Sponsor jointly and severally liable for payments. Should sums not have been cleared to Agency, Agency agrees to make every reasonable effort to collect and clear payment from Sponsor on a timely basis. Upon GuideComm’s request, Agency will make available written confirmation of the relationship between Agency and Sponsor. Such confirmation will include, for example, Sponsor’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the Sponsor Information Form and confirm these Sponsor Terms and Conditions.
4. Delivery of Advertising Materials
The Sponsor will, at its sole cost and expense, create and deliver all advertising materials required for any Ad (“Advertising Materials”) according to technical specifications provided by GuideComm. If the delivered Advertising Materials do not conform to GuideComm’s technical specifications or do not arrive within 10 business days on any agreed dates according to the Sponsor Information Form, then GuideComm, in its sole discretion, may: (a) reject such Ad and retain any payments or deposits; or (b) postpone running such Ad until a reasonable period of time after (i) the non-conforming Advertising Materials are corrected, or (ii) the late-arriving Advertising Materials are received; or (c) create the ad based upon avaiable online data and prepare ad for publication. In any case, GuideComm may begin to charge the Sponsor on the Sponsor Information Form start date on a pro rata basis based on the full Sponsor Information Form for each full day the Advertising Materials are not received. Due to space restrictions, Trifold ads may be delivered in Booklet format. Guidecomm reserves the right to fulfill ad delivery in a digital format. Should Guidecomm deliver advertising in a digital format, such as a website or a mobile app, Sponsor agrees that ad dimensions and content specified on the Sponsor Information Form may be altered or amended to ensure Ad delivery.
5. Sponsor and Agency Representations and Warranties
The Sponsor, and any Agency listed on the Sponsor Information Form on its behalf, is responsible for any liability arising out of or relating to any Ad and Advertising Materials provided by the Sponsor or Agency hereunder and any material to which users can link through such Ad (“Linked Content”). The Sponsor represents and warrants that no part of the Ad, Advertising Materials or Linked Content will: (a) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses or other similar harmful or deleterious programming routines.
6. DISCLAIMER OF WARRANTIES
GUIDECOMM PROVIDES ITS PUBLICATIONS, WEBSITES, AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. IN THE EVENT OF ANY ERROR OR MALFUNCTION IN THE DISPLAY OR DISTRIBUTION OF ANY AD, GUIDECOMM’S SOLE OBLIGATION WILL BE TO REPRINT OR REDISPLAY THE AD AS SOON AS REASONABLY PRACTICABLE. GUIDECOMM DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE AND EXPRESSLY EXCLUDES ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW.
7. LIMITATIONS OF LIABILITY
IN NO EVENT SHALL GUIDECOMM BE LIABLE BE LIABLE FOR ANY LOSS OF PROFITS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH THIS SPONSOR AGREEMENT INCLUDING ANY SPONSOR DIGITAL CORRESPONDENCE (EVEN IF GUIDECOMM WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING). UNDER NO CIRCUMSTANCES SHALL GUIDECOMM BE LIABLE TO THE SPONSOR, AGENCY OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS RECEIVED BY GUIDECOMM UNDER THE RELEVANT SPONSOR AGREEMENT IN RELATION TO WHICH SUCH LIABILITY MAY ARISE. IN LIEU OF REFUND, GUIDECOMM SHALL BE PERMITTED TO CAUSE THE PLACEMENT OF “MAKE-GOOD” ADVERTISING, IF THE “MAKE-GOOD” ADVERTISING IS PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED.
Each of the Sponsor and any Agency agrees to indemnify, defend, and hold harmless GuideComm and its affiliates, directors, officers, agents and representatives for and from any claims, liabilities, losses, costs and expenses (including reasonable legal fees and disbursements) resulting from or arising out of (a) the acts or omissions or breach of this Sponsor Agreement by the Sponsor or such Agency as applicable (including Sponsor’s Representations and Warranties set forth above), (b) the content or subject matter of any Ad or Advertising Materials, or (c) any violation of any applicable laws, rules, regulations, industry guidelines or policies, including without limitation relating to any end user or other data that it may collect or have collected in relation to the Ads placed according to the Sponsor Information Form.
This Sponsor Agreement, including these Sponsor Terms and Conditions and associated Sponsor Information Form(s), sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Only a written addendum signed by both parties may change this. This Sponsor Agreement will be governed and construed in accordance with the laws of the State of Oregon. The Sponsor and GuideComm agree to submit to the exclusive jurisdiction of the courts of Multnomah County, Oregon. If any provision of this Sponsor Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.