By executing this Agreement below, you authorize all charges and fees under this Agreement to be charged, according to the ‘Terms’ section of this contract.
The undersigned hereby confirms the above Customer Agreement and agrees to the terms hereof, including the terms and conditions attached to this Agreement.
Client Information: Listed under “Advertiser” in the Insertion Order
Billing Schedule: Amount paid in full via ACH or Credit within 30 days of signature
AHRN Advertising Agreement
Advertising Agreement (“Agreement”)
Scope of Services: The Advertiser hereby engages AHRN.com (“AHRN”) to perform the services described in the Proposal above in connection with publishing the advertisements on the AHRN.com website (“AHRN.com” or “Website”). AHRN is a division of JumpCrew LLC.
Rates and Payment: See the Advertising Insertion Order for the specific rates and payment terms applicable hereto.
Display and Acceptable Content: The Advertiser shall provide all assistance and cooperation to AHRN in order to enable AHRN to publish the advertisements on AHRN.com and partner sites (“Advertising Materials”). The Advertiser must provide that all content of the advertisements conforms to AHRN defined advertising creative specifications. AHRN reserves all rights, but shall have no duty, to determine whether the content submitted for the advertisements is acceptable for use on AHRN.com. AHRN shall not have any responsibility or liability for any errors, inaccuracies or inappropriate content in the advertisements. AHRN may also, in its sole discretion, modify, refuse to publish any advertisements that are not functional or compatible with the AHRN.com website, that contain or link AHRN.com to any content AHRN reasonably deems to be objectionable, that violate any applicable laws, rules or regulations of a governmental body, or that violate AHRN’s standards for publication.
Late Creative. If Advertising Materials are not received or approved by the agreed start date, AHRN is not required to extend the end date of the agreement nor provide any refunds or modifications in pricing.
Operation of Website: AHRN, in its sole discretion, may remove or revise the Website, including the Website’s content, nature, design and organization, during the term of this Agreement. If any such revision materially alters the value of the advertisements on such Websites, AHRN will notify the Advertiser of such revisions. If the parties cannot agree upon a satisfactory substitution for the affected advertisements due to such revision, the Advertiser may cancel this Agreement with respect to the affected advertisements and shall not be required to pay (or shall receive a prorated refund) for advertisements not displayed due to such cancellation. Such cancellation shall be the Advertiser’s sole remedy and AHRN shall have no further liability whatsoever with regard thereto. Any user or usage data or information collected via the Website or related to the Website shall be the property of AHRN. The Advertiser shall have no rights in such information by virtue of this Agreement.
Content Warranties: The Advertiser represents and warrants to AHRN that all text, graphics, photos, designs, trademarks, hyperlinks and other content comprising the advertisements are owned by the Advertiser or that the Advertiser has permission from the rightful owner to use each of these elements and that such content does not infringe or otherwise violate any third-party intellectual property rights. The Advertiser further represents and warrants that the Advertisements do not contain any libelous or slanderous materials, do not invade anyone’s privacy, do not compromise anyone’s personal safety, do not contain or link to any obscenity, pornography or any illicit activities and do not violate any applicable laws, rules or regulations.
DISCLAIMER, LIMITATION OF LIABILITY: AHRN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, AND AHRN SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO THE ADVERTISER OR ANY OTHER PERSON WITH RESPECT TO ANY LIABILITY, LOSS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST PROFITS CAUSED BY OR ARISING OUT OF, EITHER DIRECTLY OR INDIRECTLY, ANY BREACH BY AHRN OF ANY OF THE TERMS OF THIS AGREEMENT, OR IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SPECIFICALLY, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, AHRN DOES NOT REPRESENT OR WARRANT THAT ANY ADVERTISEMENTS OR OTHER MATERIAL WILL BE DISPLAYED ON THE WEBSITES WITHOUT INTERRUPTION OR ERROR. IN NO EVENT SHALL AHRN’S LIABILITY FOR ANY REASON UNDER ANY THEORY EXCEED THE AMOUNT PAID TO IT BY THE ADVERTISER UNDER THIS AGREEMENT.
Indemnification: Each party agrees to indemnify, defend and hold harmless its agents, representatives, members, shareholders, managers and officers from and against any and all losses, damages and costs (including reasonable attorneys’ fees) incurred or suffered on account of or by reason of (a) any breach or violation by either party of any provision of this Agreement, (b) by any act or omission by either party, its agents, representatives, officers, shareholders, members, partners, employees or contractors, and (c) any and all actions, suits, proceedings, claims, demands, assessments and judgments incident to the foregoing. This paragraph shall survive termination of this Agreement.
Intellectual Property: Advertiser intellectual property including its trade name, logo and copyrights as well as properties invented, created, written, developed, furnished, produced, or discovered by Advertiser, in the course of, as a result of, or in connection with the services described in the Advertising Proposal (collectively, the “Intellectual Property”) shall, as between Advertiser and AHRN, be and remain sole and exclusive property of Advertiser for any and all purposes and uses.
AHRN intellectual property including its trade name, logo and copyrights as well as properties invented, created, written, developed, furnished, produced, or discovered by AHRN in the course of, as a result of, or in connection with the services described in the Advertising Proposal (collectively, the “Intellectual Property”) shall, as between Advertiser and AHRN, be and remain sole and exclusive property of AHRN. for any and all purposes and uses.
Choice of Law: This Agreement shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to principles of conflicts of laws. Any legal suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Tennessee, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Force Majeure: AHRN is not required to display any advertisements or other material for the benefit of any person or entity other than the Advertiser. If, for reasons beyond AHRN’s control, including, but not limited to, legal restrictions, acts of God, labor disputes, force majeure events, necessity, mechanical or electrical failure or interruption or omission of the display of any advertisements to be displayed pursuant to this Agreement, AHRN may suggest a substitute time period for display of the interrupted or omitted advertisements.
Cancellation/Termination: This Agreement and IO are non-cancellable. However, this Agreement may be immediately terminated by AHRN.com for a material breach of any provision of this Agreement by the Advertiser.
Entire Agreement/Severability: The Parties agree that this Agreement may be executed via facsimile or other electronic signature method and may be executed in any number of counterparts each of which is an original and which together have the same effect as if each Party had signed the same document. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.