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- ORDERS FOR ADVERTISEMENTS:
All orders or other requests for advertising, whether from an advertiser (whether made by the advertiser directly, or through an agency) (collectively, "Advertiser"), are governed by these standard terms and conditions and the attached Insertion Order (collectively, the "Agreement"). No other conditions, provisions, or terms of any sort appearing in any writings or other communications made in connection with such orders, including without limitation those contained on or accompanying checks or other forms of payment, shall be binding on AUC Alumni.com("AUC Alumni"), whether in conflict with or in addition to these standard terms and conditions. Orders which quote rates which vary from the rates listed in AUC Alumni' then-current rate card shall not be binding on AUC Alumni, and shall be deemed requests for advertising at then-current rates. Orders are binding on Advertiser and not subject to cancellation, except as provided below under Section 4.
- ACCEPTANCE:
AUC Alumni' offer to publish advertisements for Advertiser is made on these standard terms and conditions only, and the placement or other communication of an order for advertising with AUC Alumni shall constitute Advertiser's unconditional acceptance of these standard terms and conditions; no acceptance shall be effective until it is received by AUC Alumni in Atlanta, GA. AUC Alumni reserves the right not to publish any advertising at any time in its sole discretion. Failure by AUC Alumni to publish any requested advertisement does not constitute a breach of contract or otherwise entitle Advertiser to any legal remedy.
- MATERIAL SPECIFICATIONS:
Specifications for the material elements that must be included in any banner are listed in the current "Advertisement Specifications & Submissions Instructions." All submissions to AUC Alumni hereunder will comply with all such applicable elements. Advertiser acknowledges that time is of the essence in providing the foregoing to AUC Alumni, and Advertiser's failure to meet the foregoing time requirements or any applicable specifications may delay or prevent delivery of the advertisements hereunder. AUC Alumni may terminate this Agreement due to Advertiser's inability to comply with such instructions without further obligation to Advertiser, however, Advertiser will remain obligated to pay AUC Alumni the fees due for such time period within thirty (30) days of the date of termination.
- CANCELLATION:
(a) Either party may cancel this Agreement at any time with 7 days' written notice to the other party. In the event of such cancellation, all discounts for volume and length of purchase (i.e. the discounts identified as "Other Discounts" in the Insertion Order) previously granted shall be rescinded, the price applicable to any delivered ad requests shall be adjusted to the full rate card price, and Advertiser shall pay to AUC Alumni, within thirty (30) days after the Agreement is terminated, all amounts not yet paid (as determined in accordance with the higher price calculation) for such ad requests delivered. IF EITHER PARTY CANCELS, ADVERTISER'S SOLE REMEDY WILL BE A REFUND OF ANY PRE-PAID FEES IN EXCESS OF THE FEES OWED TO AUC ALUMNI FOR THE AD REQUESTS DELIVERED PRIOR TO CANCELLATION AND WITHIN THIRTY (30) DAYS AFTER AUC Alumni' NOTICE OF TERMINATION. IF AD REQUESTS ARE NOT THE RELEVANT STANDARD HEREIN, ADVERTISER'S SOLE REMEDY WILL BE A PRO-RATED REFUND FOR THE PERIOD OF TIME BEYOND THIRTY (30) DAYS AFTER CANCELLATION. THIS RELEASE OF ADVERTISER'S COMMITMENT IS ADVERTISER'S SOLE REMEDY AND NEITHER AUC ALUMNI WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO ADVERTISER. (b) If either AUC Alumni or Advertiser defaults under this Agreement, the non-defaulting party will notify the other in writing. If the failure is not cured within five (5) business days after notice is received by the notified party, the non-defaulting party may, at any time prior to the default being cured, terminate this Agreement with no further obligation to the notified party, except for payment of any amount properly due AUC Alumni.
- RESPONSIBILITY FOR ADVERTISEMENTS:
Advertiser represents and warrants to AUC Alumni that it is fully authorized to publish the entire contents and subject matter of all requested advertisements (including, without limitation, all text, graphics, URLs, and sites to which URLs are linked), and that all such materials will comply with all applicable laws and regulations. Additionally, Advertiser represents that it has the full corporate rights, power and authority to enter into this Agreement and to perform the acts required of it hereunder, and its execution of this Agreement does not and will not violate any agreement to which it is a party or by which it is otherwise bound, or any applicable law, rule or regulation. In consideration of the publication of advertisements, Advertiser agrees unconditionally to indemnify and hold harmless AUC Alumni and its affiliates, and their respective officers, agents and employees, from and against any and all loss, liability and expense (including reasonable attorneys' fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising out the contents or subject matter of such advertisements, including without limitation claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, and trademark infringement and/or a breach by Advertiser of any representation, warranty or obligation to be performed by Advertiser hereunder.
- POSITIONING:
Except as otherwise specified by AUC Alumni herein, all order provisions regarding positioning of advertisements shall be treated as requests, which requests shall be fulfilled at AUC Alumni' sole discretion.
- STYLE:
Advertisements that simulate AUC Alumni' or their affiliates' editorial matter in appearance or style, or that are not readily identifiable as advertisements, are not acceptable. AUC Alumni may in its sole discretion label any advertisement as an "advertisement" for clarification.
- LINKS TO INTERNET SITES:
Advertiser warrants and represents to AUC Alumni that each Internet site identified by URLs in advertisements: (a) is controlled by Advertiser and operated by Advertiser and/or its independent contractors, (b) will be functional and accessible at all times, and (c) is in compliance with all applicable laws and regulations, and suitable in all respects to be linked to from the applicable site containing the advertisement. AUC Alumni may test Advertiser's URLs, and in AUC Alumni' sole discretion may remove any URLs at any time that fail to comply with the above requirements.
- COMMITMENT; PAYMENT TERMS:
By submitting an order for advertising to AUC Alumni, Advertiser agrees to be liable for the cost of such order. Advertiser will pay AUC Alumni the total fee due hereunder in equal payments allocated over the number of months the advertisement is to run. Each payment is due by each monthly anniversary of the date on which the first ad request is delivered. All unpaid advertising fees shall accrue interest at the rate of 1½% per month until paid, or the legal maximum, whichever is less. In addition to all other available rights and remedies, AUC Alumni may cancel and remove any advertisement which is not paid for on a timely basis.
- NO REPRESENTATIONS OR WARRANTIES; NO DAMAGES:
ALL services provided to advertiser that are the subject of these terms and conditions are provided without warranties of any nature, and AUC Alumni, EXPRESS OR IMPLIED, including without limitation any implied warranties of merchantability and fitness for a particular purpose. IN NO EVENT SHALL AUC ALUMNI BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, AND THE LIKE, EVEN IF AUC ALUMNI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AUC ALUMNI BE LIABLE TO ADVERTISER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY AUC ALUMNI FROM ADVERTISER FOR THE ADVERTISEMENT(S) AT ISSUE.
- GENERAL PROVISIONS:
These terms and conditions are governed by the laws of the State of Georgia, USA. Advertiser consents to the exclusive jurisdiction and venue of courts Georgia for all disputes arising out of or relating to the subject matter hereof. The prevailing party in any dispute concerning the subject matter hereof shall be entitled to recover its reasonable attorneys' fees and costs. The parties agree that this Agreement is deemed to have been made in the State of Georgia, USA. No joint venture, partnership, employment, or agency relationship exists between Advertiser and AUC Alumni. AUC Alumni shall not be deemed to have waived or modified any of these terms and conditions except by a writing signed by its duly authorized representative. Advertiser may not assign its rights hereunder to any third party unless AUC Alumni expressly consents to such assignment in writing. If any provision of these standard terms and conditions is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions shall remain valid and enforceable, and the unenforceable provisions shall be deemed modified to the extent necessary to make them enforceable. Unless specifically stated otherwise, the applicable territory for the advertising shall be the United States only. AUC Alumni may send electronic mail to Advertiser for any notices or notifications.
For questions regarding this Agreement, please contact us
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