Standard Terms and Conditions for Email Campaigns
1. Terms of Payment. Outward Media, Inc. (OUTWARD MEDIA) shall provide an invoice to Advertiser following the completion of delivery for each ad campaign described on a specific Insertion Order. Advertiser agrees to pay OUTWARD MEDIA net 30 days from the date of the invoice. Late payments bear interest at the rate of 1.5% per month, or if less, the highest rate permitted under law.
2. No Assignment or Resale of Email Campaign. Advertiser may not resell, assign or transfer any of its rights hereunder without approval of OUTWARD MEDIA.
3. Advertiser Representations. Advertiser will conduct its email advertising campaigns with OUTWARD MEDIA in accordance with the highest industry standards. Advertiser acknowledges that OUTWARD MEDIA has no responsibility to review the Advertiser's creative for spelling, grammar or other formatting errors. Advertiser's email advertisements shall not contain, or contain links to, improper or illegal content. OUTWARD MEDIA reserves the right to reject any advertisement, IO, or URL link embodied within an advertisement at any time. Email campaigns are accepted upon the representation that Advertiser has the right to publish the contents of the advertisement, without infringing any rights of third parties. Advertiser agrees to indemnify and hold OUTWARD MEDIA and OUTWARD MEDIA'S affiliates harmless against any and all expenses and losses of any kind (including reasonable attorney's fees and costs) incurred by OUTWARD MEDIA or its affiliates in connection with any claim of any kind arising out of publication of the advertisement (including, without limitation, any claim of trademark or copyright infringement, libel defamation, breach of confidentiality, false or deceptive advertising or sales practices) and/or any material of Advertiser to which users can link through the advertisement.
4. Limitation of Liability. OUTWARD MEDIA'S EMAIL SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND OUTWARD MEDIA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. In the event that OUTWARD MEDIA fails to execute the email campaign in accordance with this IO (or in the event of any other failure, technical or otherwise), the sole liability of OUTWARD MEDIA to Advertiser shall be limited to either a refund for the email campaign or placement of "make-good" advertising during a reasonable time after. In no event shall OUTWARD MEDIA be responsible for any consequential, special, lost profits, or other damages arising from any failure to timely run the email campaign in accordance with the IO. Without limiting the foregoing, OUTWARD MEDIA shall have no liability for any failure or delay resulting from conditions beyond OUTWARD MEDIA'S control.
5. Cancellations. Ten days written notice required prior to cancellation. Advertiser acknowledges that rates are based on contracted emails to be sent. If OUTWARD MEDIA does not fulfill contracted impression levels during the contract time period, Advertiser will be charged the CPM rate noted in the IO commensurate with the number of emails sent.
6. Campaign Conditions. Conditions as stated on the IO, will be met during the period stated therein. Any conditions that are not met will be subject to the following from OUTWARD MEDIA: (1) OUTWARD MEDIA will make good for any email that was not sent to the Advertisers satisfaction, within 30 days; (2) If the campaign has not met the criteria as quantified on the IO and OUTWARD MEDIA has not made good for any discrepancy per above, the Advertiser may receive a refund for any fees pre-paid to OUTWARD MEDIA for the campaign.
7. Miscellaneous. No conditions other than those set forth in the IO or these Standard Terms shall be binding on OUTWARD MEDIA unless expressly agreed to in writing by OUTWARD MEDIA. In the event of any inconsistency between the IO and the Standard Terms, the Standard Terms shall apply. These Standard Terms, together with the IO, (i) shall be governed by and construed in accordance with the laws of the State of California, without giving effect to principles of conflicts law; (ii) may be amended only by written agreement executed by an authorized representative of each party; and (iii) constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties.
