Terms and Conditions
Terms and Conditions
1. General. A signed contract must be submitted to Joyce Saint Cyr TV Show ten days in advance of initial publication date. By submitting advertising for inclusion on the Joyce Saint Cyr TV Show site, advertiser/agency agrees to be bound by the terms of this contract. No conditions other than those set forth herein shall be binding on Joyce Saint Cyr TV Show unless specifically agreed to in writing by Joyce Saint Cyr TV Show. Joyce Saint Cyr TV Show will not be bound by conditions printed or appearing on order blanks or copy instructions submitted by or on behalf of the advertiser/agency. This contract supersedes all terms and conditions on Joyce Saint Cyr TV Show Advertiser Order Form.
2. Changes and Cancellations. All artwork (commercials) must be received at least ten days in advance of publication date. Cancellations or copy changes will not be accepted after the published closing date to the update to the Joyce Saint Cyr TV Show site. Changes to artwork must be received by Joyce Saint Cyr TV Show at least ten days in advance of requested change date. Any change orders must be made in writing and acknowledged by Joyce Saint Cyr TV Show. Change orders cannot be submitted any more frequently than once every thirty days. The initial term of this contract shall be one month from the date of this contract (“Initial Term”). Either party may terminate this contract at any time in the event of a material breach by the other party which remains uncured after thirty (30) days’ written notice thereof This contract shall automatically be extended for an additional one month period pursuant to the terms stated herein (“Renewal Term”), except in the event of one of the following: (a) the contract is terminated for material breach, (b) the contract is terminated by mutual agreement of the parties, or (c) the parties cannot mutually agree on the termination provisions to be in effect during the Renewal Term. The parties will commence negotiation of the mutual termination provisions in good faith no later than forty-five (45) days or practicable if initial terms less than 45 days. In the event that the parties cannot reach a mutual agreement prior to the end of the Initial Term, or as negotiations may be extended by the parties, this contract shall terminate on the 60th day of the Renewal Term or the agreed upon termination date if less than 60 days. At the renewal the Joyce Saint Cyr TV Show desires to exercise its right to terminate this contract during the Renewal Term because Joyce Saint Cyr TV Show has received, and wishes to accept a written offer in good faith from another person or entity to purchase, for a higher amount, any commercial slot purchased by ___________________________ under the contract, prior to terminating the contract, Joyce Saint Cyr TV Show will offer ______________________________ (pursuant to a written notice which shall set forth in reasonable detail the material terms of such offer, or provide a copy of the offer to purchase) an opportunity to match or exceed the offered price. ___________________________________ must respond to any notice from Joyce Saint Cyr TV Show regarding such additional offer within three (3) business days of receipt by ___________________________________ of such notice. If ___________________________________ fails to respond or responds in the negative, ____________ is under no further obligation to ____________________________ with respect to such commercial slot.
In full the commercial slot upon the contracts signing. In the Renewal
3. Renewal contracts must be paid within 30 days of invoice date, Joyce Saint Cyr TV Show at its option, may terminate the contract, if payment is not submitted within 10 days of begging of renewal period. In addition, advertiser/agency shall be liable to Joyce Saint Cyr TV Show for all attorneys’ fees and other costs of collection. Interest will accrue on any past due amounts at the rate of one and one-half (1 1/2%) percent per month, but not in excess of the lawful maximum. Joyce Saint Cyr TV Show shall have the right to hold the advertiser and/or its agency or agent jointly and severally liable for all amounts due.
4. Frequency and Discounts. If Joyce Saint Cyr TV Show fails to provide the guaranteed number of impressions, Joyce Saint Cyr TV Show will make good on this contract by providing advertiser with additional impressions within one hundred twenty (120)days of the end of the Renewal Term, and if there is no Renewal Term, the Initial Term (the “Cure Period”). In the event that Joyce Saint Cyr TV Show fails to deliver the guaranteed number of impressions during the Cure Period. Joyce Saint Cyr TV Show will refund a pro rata portion of the amount paid by advertiser/agency under the contract. Joyce Saint Cyr TV Show will not make good for under-delivery due to delays caused by advertiser/agency.
5. Licenses and Indemnification. The 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 Joyce Saint Cyr TV Show. In consideration of Joyce Saint Cyr TV Show acceptance of such advertisements and information for publication, the advertiser and agency will jointly and severally indemnify and hold Joyce Saint Cyr TV Show, agent or assign and site 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 preexisting copyright interests in the advertisements, advertiser grants Joyce Saint Cyr TV Show the right to use, reproduce, and distribute the advertisements.
6. Key Words and Phrases. Each advertiser may be given a “first right” to its exact company name and trademarks for keyword/phrase advertising. If two or more advertisers have the same name or trademark, the allocation will be on a first-come basis and the existing contract will take precedence.
7. Rejections. Joyce Saint Cyr TV Show reserves the right, without liability (unless __________ has not acted in good faith), to reject, omit or exclude any advertisement or to reject or terminate any links for any reason at any time, with or without notice to the advertiser/agency, and whether or not such advertisement or link was previously acknowledged, accepted, or published.
8. Limitation of Liability. Joyce Saint Cyr TV Show shall not be liable for any errors in content or omissions. Should an error appear in an advertisement, Joyce Saint Cyr TV Show liability will be limited to the cost of the advertisement (prorated for the publishing completed). Joyce Saint Cyr TV Show will not be liable for any delays in delivery and/or non-delivery in reason including but not limited to the event of an act of God, action by any government entity, transportation, strike, network difficulties, electronic malfunction, terrorist acts, etc. or any feasibility, reliability, or effectiveness related to the Joyce Saint Cyr TV Show site. Joyce Saint Cyr TV Show does not represent or warrant that the Joyce Saint Cyr TV Show site will meet the objectives or needs of advertiser/agency or any third party. In no event will Joyce Saint Cyr TV Show be liable for any failure, disruption, downtime, interruption, miscalculation, delay, inaccuracy, or any other nonperformance related to the Joyce Saint Cyr TV Show site.
UNDER NO CIRCUMSTANCES WILL JOYCE SAINT CYR TV SHOW BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEOUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF JOYCE SAINT CYR TV SHOW HAS BEE ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
9. Choice of Law and Forum. This contract shall be interpreted and construed in accordance with the laws of the State of North Carolina, 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 North Carolina, acknowledges that venue is proper in any state or Federal court in the State North Carolina, agrees that any action related to this Agreement must be brought in a state or Federal court in the State of North Carolina, and waives any objection that may exist, now or in the future, with respect to any of the foregoing.
10. Miscellaneous. This contract cannot be sold, assigned or transferred by advertiser/agency to any party. However, ____________________________ has the right to assign this contract to its successors, affiliates or subsidiaries now existing or hereafter organized provided such party is not a direct competitor of Joyce Saint Cyr TV. If any portion of the contract is found unenforceable for any reason, the remainder will remain in full force and effect. No waiver by Joyce Saint Cyr TV Show shall operate as a waiver of any other provision or any subsequent default. This document represents the entire agreement of the parties; Joyce Saint Cyr TV Show will not be bound by the representations of any agents, brokers, or other third parties. Any modifications must be in writing and signed by an authorized representative of Joyce Saint Cyr TV Show.
The undersigned is legally empowered with due corporate authority to enter into this Contract and agrees to be bound by the Terms and Conditions of this
contract.
Advertiser or Agent:
______________________________________
Print Name
________________________________________ ____________________
Signature Date
Joyce Saint Cyr TV Show
________________________________________
Print Name
______________________________________ __________________
Signature Date
