ADVERTISING TERMS AND CONDITIONS
These DISBOARDS.COM SIGNATURE ADVERTISING TERMS AND CONDITIONS together with Advertiser’s order for advertising form a legally binding Agreement (hereinafter “Agreement”) between WERNER TECHNOLOGIES, LLC, a Florida limited liability company (hereinafter referred to as “Publisher”), which provides certain advertising services, and the ADVERTISER, who purchases said advertising services from Publisher, which transaction is subject to the Terms and Conditions hereinafter set forth.
1. PUBLISHER. The Publisher under this Agreement is Werner Technologies, LLC, a Florida limited liability company, with its principal place of business being located in Orlando, Florida. Werner Technologies, LLC, is the registrant, owner, and operator of the internet site located on the World Wide Web at www.disboards.com, also known as “The DIS.” Peter Werner is Publisher’s principal.
2. ADVERTISING SERVICES. For the full term of this Agreement, and subject to the terms and conditions set forth herein, Publisher agrees to display Advertiser’s Advertisement in and as a part of Advertiser’s disboards.com entity signature. Advertiser grants Publisher a non-exclusive, non-transferable, royalty-free license to display the Advertisement for the purposes of this Agreement.
3. ADVERTISER’S REPRESENTATIONS AND WARRANTIES. At all times during the term hereof, Advertiser covenants, represents, and warrants that the Advertisement does/shall not: (a) infringe any third party's copyright, patent, trademark, trade secret or other intellectual or proprietary rights, or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation; (c) be defamatory or libelous; (d) be pornographic or obscene or inconsistent with the purpose of The DIS; (e) violate any laws regarding unfair competition, antidiscrimination or false advertising; or, (e) contain viruses, or other similar harmful or deleterious programming routines. If any logo, phrase or expression attributable to another is used, then permission must have been granted to Advertiser for use of same. Upon request, Advertiser will present such evidence of permission to Publisher. Advertiser shall be solely responsible for delivering the Advertisement to Publisher.
4. DEFINITIONS. “Advertisement” means that graphic file supplied to Publisher by Advertiser which Advertiser desires to have incorporated into and made a part of Advertiser’s disboards.com entity signature. “Advertiser” means any person who or legal entity which purchases advertising services from Publisher and, who, upon said purchase, expressly acknowledges receipt of and agreement to comply with these Terms and Conditions. “Advertising” means Publisher’s insertion of Advertiser’s Advertisement into and made a part of Advertiser’s disboards.com entity signature.
5. ADVERTISING FEES. The Advertising Fees compensate Publisher for receiving, inserting, placing and monitoring Advertiser’s Advertisement on The DIS during the term of this Agreement. Advertising must be purchased, and all advertising fees must be paid, in advance, for periods of no less than three (3) calendar months. Initial advertising fees must be paid at the time Publisher receives an advertising request from Advertiser. Additional advertising fees for subsequent three (3) calendar month periods must also be paid in advance. Advertising fees are subject to change after four (4) consecutive advertising periods totaling twelve (12) calendar months, when an interruption occurs during an advertiser’s consecutive advertising periods, or when there is a general advertising fees adjustment applicable to all Advertisers. Advertising fees are calculated on an individual Advertiser basis, are based on a sliding scale, taking into consideration, among other things, each individual Advertiser’s revenue. Typical Advertising Fees range between $300 and $1,000 per month, depending on the size of Advertiser’s advertised business.
6. ADVERTISER’S FEES. Subject to the terms and conditions of this Agreement and in consideration for Publisher providing the advertising services governed by and as set forth in this Agreement, Advertiser agrees to pay to Publisher all advertising fees in full in advance for each three-month advertising period. No portion of the advertising fees paid to Publisher by Advertiser shall be refundable or refunded to Advertiser for any reason nor under any circumstances whatsoever; except, however, as may be determined on a case by case basis by Publisher and in Publisher’s sole and absolute discretion.
7. LATE PAYMENTS & TAXES. Advertising fees are prepaid, in advance, by major credit card. Services may be suspended or terminated on one (1) days' electronic notice to Advertiser in the event that Advertiser fails to pay any amount when due. Any fraudulent payment shall be subject to costs of collection, including reasonable attorney’s fees and costs of collection, which Advertiser agrees to pay. Advertiser shall upon demand pay, and indemnify and hold Publisher harmless from, all sales, use, gross receipts, GST, value-added, personal property or other tax or levy (including interest and penalties) imposed on the services and deliverables provided hereunder, other than taxes based on the net income or profits of Publisher. Advertiser agrees to pay to Publisher a separate $50 fee for each item which is returned to Publisher by reason of Advertiser’s insufficient funds, or otherwise returned to Publisher as unpayable.
8. PUBLISHER’S APPROVAL AND RIGHT TO EDIT. All Advertisements and content are subject to Publisher’s advance approval. Publisher reserves, and Advertiser grants to Publisher, the right to edit, revise, refuse to display, or reject any and all of Advertiser’s Advertisement(s) or advertising material presented for matters of legality, falsity, bigotry, slander, taste, which violates or infringes the rights of any person or which a reasonable person would consider abusive, profane or offensive, which is defamatory or harassing, or which violates or encourages others to violate any applicable law, or which contains other matters Publisher, in its sole discretion, may deem objectionable and/or which Publisher determines in its sole discretion does not fit the intent and content of the website and/or violates this Agreement. Publisher further reserves the right to request the removal of information in the Advertisement brought to its attention which it deems detrimental to The DIS or any person. To protect itself, Publisher may, without liability, actively cooperate with and furnish identifying and supporting information to any person likely to be harmed by Advertiser's violation of these provisions and to any law enforcement agency or court serving a warrant or subpoena on the Publisher. Because of Publisher’s agreements with other Advertisers, Publisher is prohibited from accepting Advertisements for, or from businesses which conduct or provide, vacation home rental, town car or limousine transportation services, travel services or travel agencies, and timeshare sales and resale.
9. ANTI-SPAM AND ANTI-SOLICITATION. Advertiser agrees that it shall not disseminate so-called “chain letters,” “spam,” or pornographic or obscene movies or graphic images, or send blind or unsolicited responses or messages to other members of The DIS. Advertiser may participate in The DIS as does any other member, subject to the Terms and Conditions of The DIS, as stated thereon, with the exception that Advertiser may not start a discussion thread nor respond to posts in a manner which solely promotes Advertiser’s business. Publisher reserves the right to terminate Advertiser’s advertising in the event that Advertiser violates the anti-spam and anti-solicitation provisions of this Agreement.
10. MODIFICATIONS AND DELETIONS OF ADVERTISEMENT. During the term of this Agreement, should any of the Advertisement information require deletion or modification, Advertiser shall contact and inform Publisher through The DIS, of any changes or deletions, which, subject to Publisher’s approval, shall be expeditiously incorporated into the Advertisement. Should it be determined and verified by Publisher that Advertiser is no longer in business and/or is no longer providing the advertised product and/or service, Publisher shall then have the right, without any liability, to remove the Advertisement from the Advertiser’s disboards.com entity signature.
11. CONTINUAL DISPLAY. Publisher will use reasonable efforts to make keep The DIS operational through the World Wide Web, twenty four hours per day, and seven days per week; however, Publisher does not guarantee continuous or uninterrupted display or distribution of the Advertisement. In the event of interruption, Publisher’s sole obligation shall be to restore service as soon as reasonably possible. Publisher shall not be held liable for any temporary interruption of the availability of The DIS for website changes, maintenance, updates, or for other unforeseen technical difficulties or reasons beyond the control of Publisher and through no fault of Publisher, in which such instances, Advertiser shall not be granted any prorated credit for lost advertising time. Publisher provides The DIS and services under this Agreement "As Is" and without warranty of any kind. Publisher makes no representation or warranty regarding the number of views.
12. DISCLAIMER, LIMITATION OF LIABILITY, INDEMNIFICATION. Publisher makes no guarantees to Advertiser as to the level of reach, distribution, leads, revenues, or business to be derived from the Advertisement. Publisher is not liable for any delayed delivery or non-delivery due to acts of God, network difficulty, action of any governmental or quasi-governmental agency, or other force-majeure, or other acts beyond the control of Publisher.
ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT INCLUDING RESULTING FROM A PUBLICATION ERROR SHALL BE LIMITED TO THE AMOUNT OF THE FEE PAID BY ADVERTISER HEREUNDER IN THE MONTH THE LOSS EVENT OCCURRED. IN NO EVENT WILL PUBLISHER AND OR ITS WEBSITE BE LIABLE FOR ANY LOSS OR DAMAGE TO REVENUES, PROFITS, OTHER ECONOMIC LOSS OR GOODWILL OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND. PUBLISHER MAKES NO WARRANTIES THAT THE ADVERTISING CONTAINED ON ITS WEBSITE WILL BE FREE FROM ERRORS OR DEFECTS OR THAT THE USE OF THE HYPERTEXT LINK OR ACCESS TO THE WEBSITE WILL BE INTERRUPTED. PUBLISHER SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY.
13. TERMINATION. This Agreement will terminate upon the expiration of the term. Also, the Parties may terminate the Agreement by mutual written consent; however, Publisher reserves the right to terminate this Agreement for any reason, with or without cause, upon ten (10) days written notice to Advertiser. Otherwise, either Party may terminate the Agreement: (a) if the other Party makes a general assignment for the benefit of its creditors, is generally unable to pay its debts as they become due, or becomes the subject of any voluntary or involuntary bankruptcy proceeding; or (b) in the case of a material breach on the part of the other Party, provided the non-breaching Party first notifies the breaching Party of the material breach(es) and affords the breaching Party ten (10) business days to cure the breach(es), failing which the Agreement shall be deemed terminated upon the expiration of this ten (10) business day period.
14. MISCELLANEOUS. Each of the parties to this Agreement covenants and agrees that the representations, warranties, covenants and statements and agreements contained in this Agreement shall survive the termination of this Agreement.
This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. The parties hereto agree that venue for and any enforcement of this Agreement shall occur in the county, circuit or federal courts located in Orange County, Florida.
Should Advertiser default under this Agreement, Publisher may seek and obtain any and all remedies available at law or in equity from the defaulting Advertiser, including rescission of this Agreement. The non-defaulting party shall have the right to obtain all remedies cumulatively available and will not be limited to only one (1) such remedy.
Should any party default under this Agreement, the non-defaulting party enforcing this Agreement shall be entitled to reimbursement of all costs, including reasonable attorneys’ and paralegals’ fees, incurred at the investigation level, and at both the trial and appellate levels.
This Agreement, including all exhibits and schedules hereto, if any, contains all of the promises, agreements, conditions, understandings, warranties, and representations among the parties hereto with respect to the subject matters hereof, and there are no promises, agreements, conditions, understandings, warranties, or representations, oral or written, express or implied, among them with respect to the subject matter hereto, except as set forth herein, Any and all prior agreements among the parties hereto with respect to the subject matter hereof are revoked.
This Agreement is and is intended by the parties to be an integration of any and all prior agreements or understandings, oral or written, with respect to the subject matter hereof.
No change or modification of this Agreement shall be valid unless the same is in writing and signed by all of the parties hereto.
No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person against whom it is sought to be enforced.
The failure of any party at any time to insist upon strict performance of any condition, promise, agreement, or understanding set forth herein shall not be construed as a waiver of relinquishment of the right to insist upon strict performance of the same or any other condition, promise, agreement, or understanding at a future time.
If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby, and the intent of this Agreement shall be enforced to the greatest extent permitted by law.
The designations of “party” as used herein shall include singular, plural, masculine, feminine or neuter, as required by context.
THE PARTIES AGREE THAT IN ANY ACTION OR PROCEEDING BROUGHT UNDER OR BY VIRTUE OF THIS AGREEMENT, THE UNDERSIGNED SHALL AND DO WAIVE TRIAL BY JURY AND THE UNDERSIGNED AGREE THAT THE APPLICABLE COURTS OF FLORIDA SHALL HAVE JURISDICTION OVER THE UNDERSIGNED UPON APPROPRIATE SERVICE UPON THE UNDERSIGNED OR ITS AGENT FOR SERVICES OF PROCESS, IN ANY STATE OF THE UNITED STATES IN A MANNER IN ACCORDANCE WITH THE LAWS OF FLORIDA.
This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their legatees, distributees, estates, executors, administrators, personal representatives, successors and assigns, and all other legal representatives.
The headings, subheadings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing, or enforcing any of the provisions of this Agreement.
No party hereto shall assign their rights or delegate their obligations pursuant to this Agreement.
Notice to Publisher under this agreement and all correspondence and communication regarding this Agreement must be sent either by e-mail to: firstname.lastname@example.org or by delivery to Werner Technologies, LLC, c/o Michael T. Sheridan, Esquire, Corporate Counsel and Registered Agent, 4409 Hoffner Avenue, Suite 166, Orlando, Florida 32812. All correspondence sent by any means other than e-mail must be sent certified, return receipt requested, require delivery confirmation, or require signature delivery.