"You" means the individual or business entity listed as Advertiser above. "We," "us" and "our" means Aderha LLC. "Print Ads" means any print advertising via newspaper, magazine, or other print publications (together, "Publications"). "Electronic Ads" means advertising on various electronic media, including the Aderha.com service, consisting of websites we own and third party websites, wireless platforms, and other applications for which we have agreements from time to time (collectively our "Electronic Platform"). "Ad" or "Ads" means Print Ads and/or Electronic Ads. You agree that this Advertising Agreement and any additional terms and conditions ("Additional Terms") that we publish on the websites described in the next sentence or that are included in any pre-printed addenda we provide (together, the "Agreement") apply to the Ads and services ("Services") listed in the order section above.
1. Order. By signing below or by Recorded Oral Agreement (herein so called), you authorize us to publish the Ads in the applicable Publications and/or Electronic Platform and to provide the Services listed above. The "Agreement Date" is the date you sign this Agreement or orally consent to this Agreement.
2. Notices/How to Contact Us. All notices to us must be in writing and mailed to Aderha LLC., 201 Dey St. Unit 128, Harrison, NJ 07029, faxed to 888.823.3742, or e-mailed to contact@aderha.com. Cancellation notices must include your business name, telephone number, and address. For questions about this Agreement or your advertising, please call Customer Care at 1-888-823-3742.
3. Term. Subject to automatic renewal as described in Section 4 and unless otherwise provided in the Additional Terms, (i) the initial term for Electronic Ads and electronic Services is 12 months or such other period as is set forth in the order section of this Agreement.
4. Revision/Cancellation/Automatic Renewal. You may revise or cancel your request for Ads and Services only by written notice that is received by us within 14 days after the Agreement Date. We will automatically renew your Electronic Ads and Services after the end of the initial term for successive one-month terms unless we receive written cancellation notice at least 30 days before the end of the final month of your Electronic Ads and Services. The then current undiscounted rates and terms and conditions will apply to automatically renewed Electronic Ads and Services. We may cancel your Electronic Ads and Services without notice at any time for any reason.
5. Charges/Billing. You agree to pay, for the Ads and Services, the monthly rates listed on this Agreement for the period we provide the Ads and Services, rounded up to the nearest month (and for subsequent terms, the then current undiscounted rates). You also agree to pay any taxes due on your Ads or Services. The rates for Electronic Ads do not include any technical or consulting services or changes to your Ads, except as otherwise provided. You agree to pay for any such services that you request at our standard rates. We may start billing before we begin providing Services, unless otherwise written in contract.
6. Payment Terms. You agree to pay all charges in full by the due date. You agree that you may not withhold any payment for any reason, including any dispute between you and us. We may require full or partial advance payment prior to providing any Ads or Services. You authorize us to review your credit history and to obtain your consumer report, and you agree that we may disclose to third parties information about you that we deem necessary to assess your credit rating or report your failure to make payments as required by this Agreement. We may apply payments from you, or monies owed to you, toward amounts owed under this Agreement. If you pay by credit card, we will bill the card automatically at the start of each billing period. You are responsible for payment of all charges even if your telephone number is disconnected or changed or you sell or close your business.
7. Late Charges. We will assess, and you agree to pay, late charges on account balances not paid by the due date (including balances accelerated under Section 8). Late charges will begin to accrue after the due date at a rate equal to the lesser of 18% per annum or the highest lawful rate. In addition, if you submit a check or draft that is dishonored for any reason, you agree to pay, in addition to the face amount of the check or draft, a service fee in an amount equal to the highest lawful amount.
8. Our Remedies. If you do not pay all charges by 30 days after the due date, fail to meet any other obligation under this Agreement, or make any representation or warranty that is or becomes untrue, we may, without notice: (i) require you to pay immediately all unpaid amounts you owe and will owe for all Ads and Services for the entire term of this Agreement; (ii)remove, suspend, or modify your Electronic Ads; (iii) suspend or terminate any Services; (iv) recover all collection costs and attorneys' fees; and (v)pursue any other available legal or equitable remedies.
9. Limitation of Liability/Disclaimers. You agree to review the Ads and Services immediately after their publication or provision and to notify us in writing of any errors or omissions no later than 30 days after the error is first published or displayed or the Ad or Service omitted.
10. Ad Placement. We do not guarantee the placement or position of any Ad (or the Ad of any other advertiser) on or within any Publication or the Electronic Platform and will not provide any adjustments on claims relating to placement for any Ad.
11. Advertiser Content. "Advertiser Content" means content you, or any person(s) using your password ("Password Users"), supplies to us, posts, or asks us to use in your Ads and any changes you, your Password Users, or other agent provides us. You grant us a perpetual, royalty-free, sub-licensable, non-exclusive right and license to use, copy, record, modify, display, publish, publicly perform, distribute (in any form or media), transmit by any means, and create derivative works from the Advertiser Content for such purposes as we see fit, subject to applicable law. You are solely responsible for the Advertiser Content and will produce and deliver all Advertiser Content in accordance with our then current guidelines, procedures, technical requirements, and deadlines. If you fail to comply, we may cancel or suspend your Ads or Services. If you do not provide us with Advertiser Content or other requested information for a website you order before by the deadline we set, we may choose to publish an "under construction" website, and this website will be considered an Electronic Ad under this Agreement.
12. Our Rights in Advertising Content/Copyright. If we create or supply any content for your Ads or design your Ads, the content and the Ads we create are our sole and exclusive property, except for Advertiser Content and content we license from a third party. We may supply the content to other advertisers. You agree that you have no right to use that content or the advertising developed with that content in other advertising or materials or in any other way, or to permit others to use the advertising or content. You agree that we own the copyright in, and all copyrighted portions of, each Publication and the Electronic Platform.
13. Multi-Media Distribution. You grant us and our affiliates the absolute, non-exclusive, irrevocable, royalty-free, worldwide, unrestricted license to grant third parties a sublicense to exercise all or any portion of the rights granted us in this Agreement ("Licensed Rights") and to grant such third parties the right and authority to grant other third parties a sublicense to the Licensed Rights. The license granted in the preceding sentence will be in effect during the term of this Agreement and for as long as any materials containing Advertiser Content remain in circulation, and will be perpetual as to any business name, address, phone number and other basic listing information included in any Advertiser Content.
14. Change in Specifications; Our Rights. We may change the specifications of your Ads at any time upon written notice. If the change is material to your Electronic Ads, you may cancel your Ads by giving us written notice. We may truncate, edit, refuse, reject or exclude from any use in connection with your Ads and Services any content we obtain or links we establish under the licenses you grant us in the Agreement. We and our contractors may use search algorithms and other methods to map end user search terms to categories and keywords that you select. You agree that the search terms in response to which your Ads may appear on the Electronic Platform may differ from the specific categories and keywords that you selected.
15. Links. If your Ads contain links, you: (a) grant us and our sublicensees a royalty-free unrestricted right and license to establish those links and to cause the link(s) to open new browser window(s) and publish the website(s) designated by the link(s) within such window within your Ads; (b) represent and warrant that (i) you have the right and authority to grant the foregoing right and license and that the foregoing does not infringe on any copyright or any other right of any other person, and (ii) all copy and content of all websites to which your Ads link complies with all applicable laws and regulations; and (c) grant us a royalty-free, worldwide right and license, solely for the purposes described in this Agreement, "(i) to access, index, cache, and display the websites to which your Ads link, including by any automated means such as web spiders or crawlers,(ii) to create and display copies of any text, graphics, images, audio, video, and all other material included on such websites, (iii) to create and display thumbnail and full-scale copies of any images or video included on such websites, and (iv) if you select call tracking services, to duplicate such websites, modify them to include a unique telephone number, and link your Ads to the modified websites.
16. Tracking Phone Numbers. If you opt for the tracking phone number service with reporting. You have the ability to opt in for Aderha, to update all of our sites and network of sites with this unique tracking number. If option is chosen, you have the ability to cancel this service for a one time fee of $100.00. If fee is not paid within 30 days of cancellation of the service, there will be an additional $25 monthly fee for continued use of the phone number.
17. Advertiser's Representations. You represent and warrant that: (i) you have the unrestricted right to use, and to grant the licenses you grant in this Agreement with respect to, all Advertiser Content and that your licensing of Advertiser Content to us will not infringe any third party copyright or trademark rights; (ii) the Ads comply with all regulations and requirements for your business or profession and you and any individuals listed in your Ads have all required licenses to provide the goods and services advertised in all jurisdictions where the Ads appear; (iii) your Ads comply with all applicable laws, orders, codes, and regulations; (iv) you have not made any false or misleading claims in any Ad; (v) you have not requested, and will not use, the Ads or Services, or our Electronic Platform for any unlawful purpose or business; (vi) you have not violated any contractual or legal obligation by signing this Agreement and requesting us to publish any Ad; and (vii) you are or represent the business related to the Ads and Services listed above. You will notify us immediately if any of the above becomes inaccurate.
18. Security/Electronic Transactions. You are responsible for ensuring the security of all passwords we provide you. You also are responsible for all acts and omissions of your Password Users. You agree that the conduct of any Password Users in clicking on any on-screen buttons, or engaging in any other similar conduct, will be legally sufficient for all purposes to bind you to the same extent as though evidenced by your original signature. You waive all claims or defenses that are inconsistent with the foregoing acknowledgements. We may revoke your password or deny you or any Password User access to any back office functionality, in whole or in part, at any time in our reasonable discretion. You acknowledge that the server space on which your Ads are hosted, and the Internet connections through which any transactions are conducted in connection with e-commerce enabled advertising, will be unsecure.
19. No Spam Policy. You agree not to use your Ads for the posting or sending of, or include or reference any domain name(s) or URL(s) associated with your Ads in, unsolicited commercial advertising, email, information, announcements, or other messages or any other unsolicited distribution commonly considered to be "Spam." We may detect, manage, and eliminate Spam from your Ads.
20. Privacy Policy/User Data. You agree to post your privacy policy on your website. We will own the data collected about users from the servers used to provide the Ads or Services.
21. Indemnification. You agree to defend, indemnify and hold us and our affiliates harmless from any liability or costs, including attorneys' fees and expenses, resulting from: (a) any breach of your representations, warranties or covenants; (b) any act, omission or fault of you or your employees, agents or contractors in connection with the Ads or Services; (c) any claim that the Advertiser Content or other information provided by you violates any applicable law or infringes on any third party patent, copyright, trademark, trade secret or other intellectual property or proprietary right; (d) any communication through your Electronic Ads or your collection or use of any information obtained through your Ads, the Services or our Electronic Platform; (e) any breach of any applicable export control laws; and (f) any transactions initiated through your Electronic Ads and any payment processing services. You will continue to be obligated by this Section even after the termination of this Agreement.
22. Governing Law. You agree that this Agreement will be governed by and construed in accordance with, and all matters relating to or arising under this Agreement will be governed by, Texas law without reference to the laws relating to conflicts of laws.
23. Entire Agreement. This Agreement constitutes the entire agreement between you and us and supersedes all prior agreements and representations, whether express or implied, written or oral, with respect to the Ads and Services. You agree not to include any limiting endorsement on a check or other form of payment, and we may cash a check containing a limiting endorsement without affecting your obligations or our rights. Neither you nor any Aderha employee or agent is authorized to change or add to this Agreement or any other documents that are part of this Agreement in any way, and any purported change or addition, whether oral or written, is void.
24. Miscellaneous. This Agreement is binding on and for the benefit of you and your successors. We may assign this Agreement, but you may not assign any of your rights or delegate any of your duties under this Agreement without our prior written consent. Except as otherwise set forth in this Agreement, neither you nor we will lose any of our rights under this Agreement, even if you or we do not enforce a right or delay in enforcing a right. Neither party will be liable for any damages arising from acts of God or events outside of that party's reasonable control. If any provision of this Agreement is found to be unenforceable, the rest of this Agreement will remain in full force and effect. Our imaged copy of this Agreement will be deemed a duplicate original for evidentiary purposes.
The person signing below on behalf of Advertiser or orally authorizing the Ads and Services on behalf of Advertiser certifies that he or she is either the Advertiser or is authorized by the Advertiser to sign this Agreement.
