1. Publisher reserves the right to determine where Advertiser’s business listing shall appear on WarrentonFavorites.com. Priority placement shall be given to paying clients of Herbst Marketing and advertisers who have purchased our premium business listing / advertising service.
2. Advertiser acknowledges that Publisher has not made any guarantees with respect to usage statistics or levels of impressions for any advertising.
3. Advertiser acknowledges that the sole obligation of Publisher is to display the advertisement in accordance with the terms of this agreement. Publisher does not guarantee that WarrentonFavorites.com or its companion mobile website, m.warrentonshops.com, will be operational 24 hours per day, 7 days a week. Interruptions of service may occur.
4. The Advertiser and advertising agency agree to defend, hold harmless and will indemnify the Publisher and its agents, officers, and employees from all damages, injuries, losses, claims, suits, liabilities, costs, and expenses, of any nature whatsoever, including but not limited to reasonable attorneys’ fees, for which the Publisher may become liable by reason of this agreement, Publisher’s publication of the advertising, or otherwise. Advertiser is solely responsible for any legal liability arising out of or relating to advertising.
5. Advertiser shall pay amounts due for advertising in advance of publication, either by check payable to Publisher, as directed by the Publisher, or online using Paypal’s secure order processing service. Publisher reserves the right to discontinue Advertiser’s advertising until such advertising is prepaid for the specified monthly or other advertising time period. In the event that the Advertiser fails to pay amounts due for requested advertising, Publisher may discontinue Advertisers’ business listing and advertising until such time as Advertiser’s account is brought current and amounts due are paid. If payment is late, Publisher shall be entitled, without liability and in addition to its other rights and remedies, to terminate this agreement. Advertiser understands that any priority placement they may have (i.e., priority placement as a Local Expert or Featured Advertiser) may be forfeited and assigned to another Advertiser at such time that advertising fees due are not paid on time in accordance with this agreement. No claims for money due or to become due from Advertiser shall be subject to deduction or setoff by Advertiser by reason of any counterclaim arising out of this or any other transaction with the Publisher.
6. Publisher shall not be liable for any errors in content or omissions. Should an error appear in an advertisement, Publisher’s liability will be limited to the cost of the advertisement (prorated for the publishing completed). Publisher 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 Publishers site. Publisher does not represent or warrant that the Publisher’s site will meet the objectives or needs of Advertiser/agency or any third party. In no event will Publisher be liable for any failure, disruption, downtime, interruption, miscalculation, delay, inaccuracy, or any other nonperformance related to the Publisher’s site. UNDER NO CIRCUMSTANCES WILL PUBLISHER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF PUBLISHER HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. PUBLISHER MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING PUBLISHER’S SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PUBLISHER SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING (1) THE NUMBER OF PERSONS WHO WILL ACCESS ANY ADVERTISING OR WEB SITE AND (2) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM ANY ADVERTISING OR THE WEB SITE.
7. Advertiser represents and warrants that:
a) Advertiser’s advertising complies with Publisher’s advertising standards;
b) Advertiser is authorized to advertise on WarrentonFavorites.com.
c) All professionals to be listed on the advertising are duly licensed and qualified to practice in the state or jurisdiction in which Advertiser has requested that they be listed and are in good standing with the appropriate regulating authorities;
d) The listing of the advertising will not violate any laws, rules or regulations or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity; and
e) The advertising complies with all applicable laws, rules and regulations of the U.S., and all applicable states and other jurisdictions.
8. Publisher reserves the right to reject any advertising which is not consistent with Publisher’s standards as determined from time to time in Publisher’s sole discretion. In addition, Publisher shall have the right, at any time, to remove any of Advertiser’s advertising and/or terminate this Agreement if Publisher determines, in its sole discretion, that the advertiser, its advertising, or any portion thereof (1) violates Publisher’s then applicable advertising policy; (2) violates any law, rule or regulation or if Publisher is directed to do so by any law enforcement agency; or (3) is otherwise objectionable to Publisher.
9. Copyright advertising furnished by Advertiser shall contain the proper copyright notice. Advertiser assumes sole responsibility for the protection of its copyright and any writing, pictorial, illustration, design, mat, map, photograph, or combination thereof owned by Advertiser and included in the advertising. Publisher retains the ownership to any writing, pictorial, illustration, design, mat, map, photograph, software or combination thereof, which Publisher provides regarding WarrentonFavorites.com. Advertiser shall have no rights or ownership regarding any content posted on WarrentonFavorites.com, except with respect to content provided by Advertiser and expressly agreed to by Publisher.
10. Each party hereto shall be excused from liability to perform its obligations hereunder where such failure results from delays caused by Acts of God, fires, floods, strikes, work stoppages, controls or regulation of federal, state, or local governments, or other causes beyond its reasonable control.
11. These Terms and Conditions replace, supersede, and merge all prior discussions, agreements, or understandings between the parties and shall be changed only by written agreement of the parties.
12. Advertiser shall pay all taxes arising in connection with this agreement, excluding taxes based solely on Publisher’s income.
13. Publisher’s remedies shall be cumulative and remedies herein specified do not exclude any remedies allowed by law or in equity. Waiver of any breach shall not constitute waiver of any other breach of the same or any other breach of the same or any other provision. Acceptance of any items or payment therefor shall not waive any breach.
14. This Agreement may not be assigned or transferred by the Advertiser.
15. This Agreement is governed by the laws of the Commonwealth of Virginia. Advertiser irrevocably consents to the exclusive jurisdiction of the courts of the Commonwealth Virginia and the federal courts situated in the Commonwealth of Virginia in connection with any action arising under this agreement.
Updated: May 6, 2013