APPROVAL OF AD COPY
Purchases shall approve all advertising copy prior to printing and distribution. CityView Media shall provide a copy to Purchaser in proof form for correction and approval. Purchaser shall return the corrected and approved proof to CityView Media within two (2) days of receipt. Notwithstanding the foregoing, if CityView Media does not receive written notice of any corrections or other instructions within such two (2) day period. CityView Media may relay that the proof form submitted to the Purchaser is correct and that CityView Media may then without further approval arrange for the printing and distribution of the advertising piece in accordance with the proof form submitted to the Purchaser. Purchaser shall be solely responsible for errors in all advertising pieces for which Purchaser does not provide CityView Media written notice of any such errors. Purchaser shall pay for all copy, layout or art changes to the proof form submitted to Purchaser, except those changes resulting from errors of CityView Publishing.
Purchaser agrees to honor all coupons, discounts and other offers as presented by each recipient of the advertisement, as specified on the proof form.
- Purchaser shall pay CityView Publishing on demand for all Services as set forth on this Agreement.
- (1) If Purchaser does not pay CityView Publishing in accordance with the terms of this Agreement, (2) if Purchaser defaults under any other obligation under this Agreement, or (3) if Purchaser becomes insolvent or a petition in bankruptcy is filed by or against Purchaser, or a receiver is appointed for Purchase, then Purchaser will be in Default of this agreement. Upon a Default, CityView Publishing shall be excused from performance of any of the Services, and Purchaser shall be liable for all payments due under this Agreement, plus all other damages, costs or liabilities that CityView Media or any of the CityView Media Publishing Parties (as defined herein) incur because of the Purchaser’s Default. Additional costs may include, among other charges, press time, paper stock, additional postage, collection fees, attorney’s fees and related costs.
- Cancellation of this agreement by the Purchaser prior to completion of the committed publications mailings as described in this agreement, is not allowed. If the Purchaser cancels this agreement all previous publications and mailings under this agreement will be subject to Short Rate* charges. *Short Rate Charges – Rates will be adjusted to the OPEN RATE and back billed for all publications and mailings produced prior to cancellation.
- Returned Checks. Purchaser shall pay a $30.00 service charge on all returned checks.
- Limited License. Purchaser represents that Purchaser possesses the right to publish and hereby grants to CityView Media, all CityView Media Parties and all other CityView Media’s publishing or distribution agents, the irrevocable right and permission to reproduce and publish for Purchaser throughout the United States, all trademarks, trade names, copyrighted material and other images provided by Purchaser to CityView Media. Purchaser assumes full and sole responsibility that Purchaser’s advertisement, business operations, services and products comply with all applicable laws. Purchaser acknowledges and agrees that Purchaser has no right to or ownership interest in any photography, artwork, design, illustration or other image provided or arranged by CityView Media for Purchaser, including any photo or image containing Purchaser’s image or likeness.
- Purchaser further represents and warrants that all advertising copy and artwork that Purchaser supplies or approves, complies with federal, state and local laws, ordinances and regulations. Purchaser shall defend, indemnify and hold CityView Media all CityView Media Publishing Parties may incur in connection with the contents of Purchaser’s copy and artwork, including claims or actions by government agencies or third parties for patent, trademark or copyright infringement or any other cause arising out of Purchaser’s advertising, product or service claims. For purposes of this Agreement, “CityView Publishing parties” shall mean all entities associated with the CityView Publishing system, including, without limitation, CityView Media or other contracted entities used by the CityView Media system and each other entity that controls, is controlled by or is under common control of any such entities referenced above, and all of their respective directors, managers, owners, shareholders, officers, employees, agents, attorneys and other representatives of each such entity.
- CityView Media Approval. CityView Media may in CityView Media’s sole discretion and without liability refuse or post any advertising of Purchaser if CityView Media believes it is unlawful, misleading, misleading or potentially offensive to other clients of CityView Media or other CityView Media Publishing Partners or prospective advertising recipients or is otherwise harmful to the “CityView Media” name or goodwill.
LIMITATION OF LIABILITY
CityView Media’s responsibility under this Agreement is limited to the following:
- Maximum Liability. Regardless of the type of error, including, without limitation, publishing, website advertising, or any other error, CityView Media shall be responsible solely to return the lesser of the money that Purchaser prepaid for Services that CityView Media did not ultimately perform or Purchaser’s actual out-of-pocket costs. In no event shall CityView Media be required to pay Purchaser more than the total amount Purchaser paid under this Agreement. In no event shall CityView Media or any of the CityView Media Publishing Parties be responsible for any indirect, incidental, consequential, special or punitive damages that Purchaser may incur relating to this Agreement, to the performance or non-performance hereunder or its termination, whether liability is asserted on contract or tort (including, without limitation, claims alleging negligence and strict product liability) and irrespective of whether or not Purchaser has been advised of the possibility of any such losses or damages.
- Printing Errors. Purchaser shall be solely responsible for the timely correction of all copy errors on any advertising proof form. If Purchaser does not correct the proof form, or if Purchaser does not return the corrected and signed proof form within the time specified herein (or shorter period, as indicated in any notice to Purchaser), then CityView Media may, without liability, refuse to arrange for the printing and distribution of Purchaser’s advertising piece. Purchaser agrees that printed advertising piece may have minor variations in color or shading form a proof form, which variations shall not constitute a breach of this Agreement.
- Warranties. CityView Media shall perform all Services under this agreement “AS IS” and provides no warranties of any nature whatsoever, and CityView Publishing disclaims all express and implied warranties, including, with limitations, any implied warranties of merchantability, workmanship or fitness for a particular purpose.
CityView Media may increase prices under this Agreement to reflect increases in CityView Media’s costs, including, with limitation, increases in the cost of printing, paper or postage.
Purchaser will not disclose the terms of this Agreement to any third party.
This Agreement consists of these general terms on all pages of this Agreement, the information on rate cards applicable to this Agreement and any insertion order Purchaser may submit for each publication. The foregoing elements constitute the entire Agreement between Purchaser and CityView Media and supersede all prior and contemporaneous statements, agreements, understandings, practices and customs between the parties. All changes to this Agreement must be in writing and signed by Purchaser and CityView Media. Any interlineations, deletions or other alterations of these terms by Purchaser without authorized, written approval by CityView Media shall make this Agreement voidable to the option of CityView Media. Purchaser may not assign or transfer any of the Purchaser’s rights under this Agreement without CityView Media’s prior written authorization.
CityView Media does not guarantee or reprint a response rate for any advertising.
All obligations of Purchaser under this Agreement shall continue following the completion of any Services provided by CityView Media regardless of whether Purchaser continues to utilize the services of CityView Media in the future.
Captions used in this Agreement are for reference only and do not affect the interpretation of this Agreement.
This Agreement is not binding on CityView Media, unless an authorized CityView Media Representative signs it.
If any provision of this Agreement is found invalid or unenforceable, that part shall be deleted or amended to make such a valid or enforceable, and the remainder of this Agreement shall remain in full force and effect. CityView Media is not responsible for any cessation or delay in the performance of CityView Media’s obligations hereunder due to problems or circumstances beyond CityView Media’s control, including, without limitation, fire, storm, flood, earthquake, other natural disaster, accident, labor difficulty, strike, riot, civil commotion, war, terrorism, Acts of God or changes in laws or regulations or any other force majeure of any nature.