ADVERTISING TERMS AND CONDITIONS
This is a contract (referred to herein as this "Agreement") with terms and conditions ("Ts&Cs") between The Directory52 Network LLC, its subsidiary and affiliate companies (hereinafter referred to as "TDN”, “us", "we", “our”, and “advertising company”) and the customer ("you", “company”, “participant”, “client”, and "your") identified in this document for us to fulfill your order for our Advertising and Marketing Solutions identified on the Advertising Quote/Order ("AIIO").
The extent of this Agreement relates to services of Intelligence Campaigns, including, without limitation to services of: Profile Listings, Website Development, SEM Automation, Portal Marketing, Online Campaigns, Offline Campaigns, Sponsorships, Co-Op Sponsorships, Branding Creative, Prints, Reprints, Web Content, Promotions, Syndication, Display, Video, SEO, Multimedia, SEM, PPC, SEO Location, Direct Messaging, Text Marketing, CDL, Targeting, Retargeting, Tracking Mechanisms, Action Delivery Commitments, or Call Recording Services. The extent of this agreement also covers known subsidiaries TDN Agency, iPaper News, Approved By Score, Directory52, One Local Event, TDN Branding, Zoom Email Marketing, and No More.
TDN will develop, monitor, or present your brand offline and online for the services requested, but in no way guarantees the success or performance of your Marketing and/or Advertising. You are liable for payment of TDN’s services rendered to you, regardless of consumer response to your Marketing and/or Advertising. By agreeing to our AIIO, and acknowledgement of our subsidiaries, you are accepting these Advertising Ts&Cs. If Client does not accept the Terms & Conditions, TDN must reverse all AIIO’s within the Reversal Order Period as described in Section 5 below.
The term of this Agreement commences upon TDN’s acceptance of the first Order hereunder and will continue for an initial period as set forth in the Order (and if not set forth therein, then 12 months payable on a month-to-month basis), unless terminated earlier in accordance with this Agreement.
This Agreement will automatically renew for successive terms of the same duration as the initial term, unless either party notifies the other, in writing, of its decision not to renew at least fifteen (15) days prior to the end of the then-current term.
Notwithstanding anything to the contrary in this Agreement, TDN may terminate this Agreement at any time by providing fifteen (15) days written notice to Client. Upon termination of this Agreement, all amounts due under this Agreement that accrued on or before the termination date will become immediately due and payable. Any documentation that TDN has for the client shall be readily available for thirty (30) days after cancellation before removal from the TDN system.
Only TDN’s performance of Services under an Order will constitute TDN’s acceptance of the Order. If no deadline for cancelling the renewal of an Order is set forth therein, Client will be responsible for obtaining the deadline for cancelling the renewal of such Order by calling TDN’s Customer Service Office at the number specified therein.
2. SPECIAL TERMS
Regarding Profile Services
Purchasing a Profile listing offers great value at favorable rates and wide exposure for your business as well as significant advantages that improve the chances of a consumer noticing Client's business offering. TDN therefore cannot generally offer refunds on fees arising from Profiles.
If Client makes mistakes in submitting content for a Profile, TDN will assist Client in making minor corrections to such Profile. No charge will be assessed for such minor corrections unless Client wishes to order additional Services or, in TDN's reasonable judgment, such corrections amount to significant changes to Client's current Profile(s), in which cases additional charges will be assessed at TDN's then-current rates. If Client wishes to discontinue its Profile(s) and revert to a less expensive or alternate Service, TDN will reasonably accommodate such requests; provided, however, that TDN cannot refund or reallocate any fees attributable to any such Profiles.
Provision of Listing Materials: Client will, at Client's expense, provide copy and other materials necessary for the Profiles (the "Client Materials") in accordance with TDN's policies in effect from time to time. TDN may dispose of any such materials unless acceptable prepaid return arrangements have previously been made. Client is solely responsible for obtaining all necessary licenses for the use of the Client Materials.
Regarding Branding and Marketing Usage
Client understands that all information, data, text, photographs, graphics, messages or other materials ("Client Materials") are the sole responsibility of the person from which such content originated. This means that you are entirely responsible for all content that you use from TDN Branding or Zoom Email Marketing’s Gallery to send, upload, post or transmit via the Service. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content.
You agree to not use the Service to send, upload, post or otherwise transmit any content that contains (i) child pornography or anything indecent, obscene, lewd, lascivious, filthy or vile; (ii) a threat to kidnap or injure a person, a threat to injure the personal property or reputation of another person, a threat to accuse any person of a crime, a threat to inform another that a person has violated any law of the United States, or a threat of blackmail; (iii) any matter advocating or urging treason, insurrection, or forcible resistance to any law of the United States; (iv) any defamatory remarks directed at any other person or company; or (v) any content that infringes the intellectual property rights or other proprietary rights of TDN Branding, Zoom Email Marketing, subsidiary, or third party. TDN Branding or Zoom Email Marketing does not control the content posted by Clients and does not guarantee the accuracy, integrity or quality of the content. Under no circumstances will TDN Branding or Zoom Email Marketing be liable to you in any way for any content you may be exposed to that you may find offensive, indecent or objectionable.
You acknowledge that TDN Branding nor Zoom Email Marketing does not pre-screen content, but that TDN Branding, Zoom Email Marketing, and its affiliates shall have the right (but not the obligation) in their sole discretion to remove any content that violates the terms of service or may otherwise be objectionable. You further acknowledge and agree that TDN Branding or Zoom Email Marketing may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of service; (c) respond to claims that the content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of TDN Branding and/or Zoom Email Marketing, its users and the public.
You agree to abide by these terms of service and not to use these products and services or related messages for any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation. You agree that you are responsible for protecting your password and controlling access to your registered account. You agree that you will be responsible for all orders placed or other actions that are taken through your registered account.
Customer is fully responsible for final proof and layout approval prior to the printing process. TDN Branding is NOT LIABLE for errors in a final product caused by any of the following reasons: Misspellings, Graphics, Bleeds, Grammar, Damaged Fonts, Punctuation, Wrong Cuts, Incorrect or Missing Folds, or Finished Product Size.
By submitting, e-signing, or making agreement to purchase after submission, you are agreeing to the following terms":
I have verified that spelling and content are correct. I am satisfied with the document layout. I understand that my document will print EXACTLY as it appears, that I cannot make any changes once my order is placed, and that I assume all responsibility for typographical errors.
3. ADVERTISING INSERTION INVOICING ORDER
From time to time, parties may negotiate adverting orders (“AIIO’s”) under which Advertising Company will deliver advertisements provided by Agency ("Ad(s)") to Advertising Company's site(s) (the "Site") for the benefit of an Agency or Client. At Agency's discretion, an AIIO may either be submitted by Agency to Advertising Company or be submitted by Advertising Company, signed by Agency and returned to Advertising Company. In either case, an AIIO will be binding only if accepted as provided in Section 2(b) below.
Each AIIO shall specify: (a) the type(s) and amount(s) of inventory to be delivered (e.g., impressions, clicks or other desired actions) (the "Deliverables"); (b) the price(s) for such Deliverables; (c) the maximum amount of money to be spent pursuant to the AIIO (if applicable), (d) the start and end dates of the campaign, and (e) the identity of and contact information for any third party ad server ("3rd Party Ad Server"), if applicable.
Other items that may be included are, but are not limited to: reporting requirements such as impressions or other performance criteria; any special Ad delivery scheduling and/or Ad placement requirements; and specifications concerning ownership of data collected.
Advertising Company will make commercially reasonable efforts to notify Client or Agency within two business days of receipt of an AIIO signed by Client or Agency if the specified inventory is not available. Acceptance of the AIIO and these Terms and Conditions will be made upon the earlier of (a) written (which, unless otherwise specified, for purposes of these Terms and Conditions shall include e-signature, paper, fax, or e-mail communication) approval of the AIIO by Advertising Company and Client or Agency; or (b) the display of the first Ad impression by Advertising Company, unless otherwise agreed upon in the AIIO. Notwithstanding the foregoing, modifications to the originally submitted AIIO will not be binding unless signed by both parties. c. Revisions to accepted AIIOs must be made in writing and acknowledged by the other party in writing. Multiple revisions to the original AIIO will be cancelled out and replaced with a new AIIO stating the new terms discussed. This new AIIO will supersede any old AIIO’s and leave the original AIIO null and void.