1. Introduction
This Advertising Agreement (the "Agreement") governs the terms and conditions under which advertisers (the "Advertiser") may purchase advertising services from the website (the "Publisher"). By placing an order for advertising services, the Advertiser agrees to be bound by the terms and conditions set forth in this Agreement.
2. Definitions
2.1 "Advertisement" means any promotional material, including but not limited to text, images, videos, and links, provided by the Advertiser for display on the Publisher's website.
2.2 "Advertising Services" means the services provided by the Publisher to display the Advertisement on the Publisher's website.
3. Advertising Services
3.1 Placement: The Publisher will use reasonable efforts to display the Advertisement in the agreed-upon locations and formats on the Publisher's website. However, the Publisher reserves the right to modify the placement and format of the Advertisement as necessary.
3.2 Approval: The Publisher reserves the right to approve or reject any Advertisement submitted by the Advertiser. The Publisher may reject any Advertisement that is deemed inappropriate, offensive, or in violation of this Agreement or any applicable laws and regulations.
4. Advertiser's Obligations
4.1 Compliance: The Advertiser agrees to comply with all applicable laws, regulations, and industry standards related to advertising. The Advertiser is solely responsible for ensuring that the Advertisement complies with these requirements.
4.2 Content: The Advertiser warrants that the Advertisement does not infringe upon the intellectual property rights or any other rights of any third party. The Advertiser agrees to indemnify and hold harmless the Publisher from any claims, damages, or liabilities arising from the content of the Advertisement.
4.3 Timely Submission: The Advertiser agrees to submit the Advertisement and any related materials to the Publisher in a timely manner to allow for proper placement and display.
5. Publisher's Obligations
5.1 Display: The Publisher agrees to display the Advertisement in accordance with the terms and conditions of this Agreement. The Publisher will use reasonable efforts to ensure that the Advertisement is displayed as agreed, but makes no guarantees regarding the exact placement, timing, or frequency of the display.
5.2 Reporting: The Publisher will provide the Advertiser with reports on the performance of the Advertisement, including but not limited to impressions, clicks, and other relevant metrics.
6. Payment
6.1 Fees: The Advertiser agrees to pay the Publisher the agreed-upon fees for the Advertising Services. Payment terms, including the amount, timing, and method of payment, will be specified in the order for advertising services.
6.2 Late Payments: The Advertiser agrees to pay a late fee for any payments not made by the due date. The late fee will be calculated at a rate of [specify rate] per month on the outstanding balance.
7. Termination
7.1 By Advertiser: The Advertiser may terminate this Agreement at any time by providing written notice to the Publisher. Upon termination, the Advertiser will be responsible for paying any outstanding fees for Advertising Services already provided.
7.2 By Publisher: The Publisher may terminate this Agreement at any time by providing written notice to the Advertiser. Upon termination, the Publisher will refund any prepaid fees for Advertising Services not yet provided.
8. Limitation of Liability
The Publisher shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages.
9. Indemnification
The Advertiser agrees to indemnify and hold harmless the Publisher, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Advertiser's breach of this Agreement or the content of the Advertisement.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Publisher is located, without giving effect to any choice or conflict of law provision or rule.
11. Miscellaneous
11.1 Entire Agreement: This Agreement constitutes the entire agreement between the Advertiser and the Publisher with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between the Advertiser and the Publisher with respect to the Advertising Services.
11.2 Amendments: This Agreement may not be amended except in writing signed by both the Advertiser and the Publisher.
11.3 Waiver: No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
11.4 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced.