For advertising buys which might value $5000 or greater
PetitionOnline is exclusively represented by 24/7 Media,
with local offices across North America and worldwide.
Terms and Conditions — Artifice Contract for Interactive Advertising
Rate Card — Standard ContractPlease read before signing the contract. By submitting advertising for publication, each advertiser and advertising agency agrees to the following standard advertising terms and conditions (v.2001.0705.01):
1. General. A signed contract must be submitted to Artifice five days in advance of initial publication date. By submitting advertising for inclusion on the Artifice 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 Artifice unless specifically agreed to in writing by Artifice. Artifice 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 Artifice rate cards.
2. Changes and Cancellations. All artwork must be received at least five days in advance of publication date. Cancellations or copy changes will not be accepted after the campaign has been posted to the Artifice site. Changes to artwork must be received by Artifice at least three days in advance of the requested change date. Any cancellations or change orders must be made in writing and acknowledged by Artifice. Change orders cannot be submitted any more frequently than once every fourteen days. This contract may be canceled by Artifice or advertiser/agency on 30 days notice to the other party.
3. Payment. Unless otherwise agreed in writing, payments due Artifice are 50% of first month's fees upon execution of the contract by the advertiser/agency and 50% upon publication. If payment is not timely, Artifice at its exclusive option may terminate the contract. In addition, advertiser/agency shall be liable to Artifice for all attorney's 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. Artifice 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 Artifice fails to provide the guaranteed number of impressions, Artifice will make good on this contract by providing advertiser with additional impressions. Artifice will not make good for under-delivery due to delays caused by advertiser/agency. Advertiser/agency understands that all frequency discounts are based on the advertiser's/agency's commitment to fulfilling the frequency indicated in the contract. If, for any reason, this frequency is not met by the time of expiration or cancellation of the contract, advertiser/agency agrees to pay a short rate charge on all ads run. This charge will be equal to the difference between the rate shown in the contract and the rate earned based on the applicable rate card for the actual frequency completed. Artifice will provide daily online traffic reports. These reports will be deleted 90 days after the campaign ends.
5. Growth and Renewal.
(a) Per-Impression Contracts. At the expiration of a contract for a guaranteed number of impressions, provided the contract is for 180 days or more, advertiser/agency has the right to renew the contract for the same number of impressions for a second contract period identical in duration to the first. The purchase price for a second contract period will be determined according to Artifice's then current rate card.
(b) Notice of Renewal. In order to exercise the right of renewal, advertiser/agency must notify Artifice in writing 30 days before the termination date of this contract that advertiser/agency is renewing the contract for the second contract period. Failure to give timely notice will result in forfeiture of the right to renew.
6. Licenses and Indemnification. 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 Artifice. In consideration of Artifice's acceptance of such advertisements and information for publication, the advertiser and agency will jointly and severally indemnify and hold Artifice 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 Artifice the right to use, reproduce, and distribute the advertisements.
7. Rejection. Artifice reserves the right without limitation 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. Artifice shall not be liable for any omissions or errors in content. If such an error or omission occurs, Artifice's liability will be limited to the cost of the advertising (prorated for the publishing completed). Artifice will not be liable for any delays in delivery and/or non-delivery in the event of an act of God, action by any government entity, transportation, strike, network difficulties, electronic malfunction, etc. or any feasibility, reliability, or effectiveness related to the Artifice site. Artifice does not represent or warrant that the Artifice site will meet the objectives or needs of advertiser/agency or any third party. In no event will Artifice be liable for any failure, disruption, downtime, interruption, miscalculation, delay, inaccuracy, or any other nonperformance related to the Artifice site.
UNDER NO CIRCUMSTANCES WILL Artifice BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF Artifice HAS BEEN 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 Oregon, 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 Oregon, acknowledges that venue is proper in any state or federal court in Oregon, agrees that any action related to this Agreement must be brought in a state or federal court in the State of Oregon, 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. If any portion of the contract is found unenforceable for any reason, the remainder shall remain in full force and effect. No waiver by Artifice of any provision herein shall operate as a waiver of any other provision or any subsequent default. These terms represent the entire agreement of the parties; Artifice 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 Artifice.
11. Service Disclaimer. The information and design of this service are owned by Artifice and/or Content Sources. Except for a single temporary copy in a single computer's memory and a single permanent copy to be used by user, the information contained herein may not otherwise be used (not copied, performed, distributed, rented, sublicensed, altered, stored for subsequent use, etc., in whole or in part, in any manner) without Artifice's and the Information Providers' express prior written consent (unless such use constitutes fair use under the Copyright Act).
All information contained herein is obtained by Artifice from sources believed by Artifice to be accurate and reliable. Because of the possibility of human and mechanical error as well as other factors, NEITHER Artifice NOR THE CONTENT SOURCES IS RESPONSIBLE FOR ANY ERRORS OR OMISSIONS. ALL INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. Artifice AND THE CONTENT SOURCES MAKE NO REPRESENTATIONS AND DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES OF ANY KIND TO THE USER AND/OR ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
UNLESS DUE TO WILLFUL TORTIOUS MISCONDUCT OR GROSS NEGLIGENCE, Artifice, ITS AFFILIATES, AND THE CONTENT SOURCES SHALL HAVE NO LIABILITY IN TORT, CONTRACT, OR OTHERWISE (AND AS PERMITTED BY LAW, PRODUCT LIABILITY), TO THE USER AND/OR ANY THIRD PARTY.
UNDER NO CIRCUMSTANCE SHALL Artifice, ITS AFFILIATES, OR THE CONTENT SOURCES BE LIABLE TO THE USER AND/OR ANY THIRD PARTY FOR ANY LOST PROFITS OR LOST OPPORTUNITY, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER, EVEN IF Artifice HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some U.S. states and foreign countries provide rights in addition to those above, or do not allow excluding or limiting implied warranties, or liability for incidental or consequential damages. Therefore, the above limitations may not apply to you or there may be state provisions that supersede the above. Any clause declared invalid shall be deemed severable and not affect the validity or enforceability of the remainder. These terms are governed by the laws of the State of Oregon and may only be amended in a writing signed by Artifice.
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