AGENCY ADVERTISING AGREEMENT 

ADVERTISER           

ADDRESS          

PHONE            

CONTACT            

LICENSED FOR PUBLICATION IN THE FOLLOWING MEDIA:

WEB __yes __no          TV __yes __no            STREAMING   __yes __no

PRINT __yes __no          WEBSITE URLS __yes __no     EMAIL    __yes __no

RADIO __yes __no         OTHER WEB  __yes __no           OTHER   __yes __no  

LICENSE TERMS:                   

DEADLINE(S) FOR COPY SUBMISSION:           

SCHEDULE FOR ADVERTISING:         

RATE CREATIVE      RATE PRINT AD   

RATE ARTWORK/IMAGES      RATE PHOTO/VIDEO   

SUBTOTAL:

TOTAL PAYMENT AMOUNT USD: 

PAYMENT TERMS:       SCHEDULE OF PAYMENTS:

SPECIAL TERMS:                                                                                                                           

Your signature indicates the Advertiser’s agreement to the Agency’s terms and conditions on the back.

Please take a moment to review these before signing.

ADVERTISER SIGNATURE:          

PRINTED NAME/TITLE:        

DATE:            

RECEIVED FOR AD PLACEMENT BY       

 

Advertising Terms and Conditions 

Content:  Changes to content must be submitted prior to Deadline for Copy Submission.  Any and all content developed by Agency shall be exclusively owned by Agency and is not a “work for hire”.  Agency grants Advertiser a license to use such content only in the media and for the term indicated.  No other uses are permitted without express written consent of Agency.  Agency shall have the right to reject or request editing of any advertisement in its sole discretion  Advertiser hereby grants Agency a non-exclusive license to reproduce Advertiser’s trademarks, logos, content, and images as provided by Advertiser for the purposes hereunder; upon any expiration or termination of these Terms and Conditions, this license shall terminate. 

Payment:  All payments are non-refundable.  Unless otherwise indicated, all payments are due upon receipt of invoice.  Payments received later than thirty (30) days after invoice shall be subject to annual interest at the rate of 18% or the highest permitted by state law, and late or missed payment is cause for Agency’s immediate termination of these Terms and Conditions.  There is a $35.00 charge for any check returned for non-payment.  If any account becomes delinquent and is sent to a collections agency, attorney or becomes the subject of litigation, Advertiser is liable for the payments due, interest charges and the costs and expenses of collections, attorneys fees or litigation. 

Termination:  This Agreement may be terminated for (a) material breach by the other party upon thirty days notice and failure to cure; (b) immediately for failure to make any payment hereunder; or (c) by court order, arbitration order or other act of other governmental body resulting in suspension or termination of advertising or content and Agency shall not be liable for any such acts or resulting termination or damages.  Upon termination, Advertiser shall immediately cease any and all use of content.

Indemnity:  Advertiser shall indemnify, defend, and hold harmless Agency and its employees, representatives, officers, directors, agents and affiliates, against any claim, suit, action or other proceeding brought against Agency, its employees, representatives, officers, directors, agents and affiliates, based on, related to or arising from any of these Terms and Conditions including, without limitation, a claim that any advertising or content created or provided under these Terms and Conditions: (a) constitutes libel, pornography, obscenity, fraud, unlawful comparative advertising, false advertising or other unlawful act; or (b) infringes in any manner any copyright, patent, trademark, trade secret, right of publicity, right of privacy or any other intellectual property right or any other right of any third party.  Advertiser shall pay any and all costs, damages, and expenses including, without limitation, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Agency in connection with or arising out of any such claim, suit, action or proceeding.  Agency shall provide the Advertiser with prompt written notice of any claim or other proceeding; Agency shall have sole control over the defense of such claim; and Advertiser shall not enter into any settlement or compromise of any claim without the Agency’s prior written consent.

ALL PRODUCTS OR SERVICES HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. ADVERTISER RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH AGENCY WOULD NOT HAVE AGREED TO ENTER THIS AGREEMENT.  AGENCY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PRODUCTS OR SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.  NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE PRODUCTS OR SERVICES SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF AGENCY WHATSOEVER. ADVERTISER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT.  UNDER NO CIRCUMSTANCES SHALL AGENCY BE LIABLE TO ADVERTISER(S), CONSUMERS OR ANY THIRD PARTY UNDER THESE TERMS AND CONDITIONS, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AGENCY’S LIABILITY TO ADVERTISER(S), CONSUMERS OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR ADVERTISING, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE AMOUNT ACTUALLY PAID BY ADVERTISER HEREUNDER.

Miscellaneous:  These Terms and Conditions and any dispute arising hereunder shall be construed in accordance with the laws of the State of New Jersey without regard to principles of conflict of laws.  Advertiser consents to the personal jurisdiction of the state and federal courts located in Elizabeth, New Jersey.  If any provision of these Terms and Conditions is prohibited by law or held to be unenforceable, the remaining provisions hereof shall not be affected, and these Terms and Conditions shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof, and the unenforceable provision shall be automatically amended so as to best accomplish the objectives of such unenforceable provision within the limits of applicable law.  Either party may assign these Terms and Conditions to any successor in interest who purchases or through change in control owns greater than fifty percent of the assets or equity of such entity and agrees in writing to be bound by the terms and conditions herein; any other assignment shall be void.  This Agreement constitutes the entire agreement between the parties related to the subject matter hereof, supersedes any prior or contemporaneous agreement between the parties relating to the advertising and shall not be changed except by written agreement signed by an officer of each party. Statements in the hand written prior section of this document, which are incorporated by reference, shall supersede these preprinted terms and conditions if different or additional.