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> Neurox Media Advertising Agreement, Advertising Sales Agreement
rewobo
post Mar 22nd 2004, 8:41 PM
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Neurox Media Network
ADVERTISING SALES AGREEMENT

This is an Advertising Sales Agreement ("Agreement") between Neurox Media Network ("Neurox Media", "Neurox" or "we") and an advertiser or an agency representing the advertiser ("Advertiser" or "you").

Please read the following Agreement carefully. It is crucial that you understand all parts of this Agreement. Neurox Media reserves the right to terminate this Agreement without prior warning for any violation of its terms.

  1. Definitions.
    1. Banner Slot.
      A sales order where an image/html banner ad of size 728x90, 300x250 or 160x600 pixels will be placed into an advertising rotation.

    2. Objectionable Content.
      Any content that Neurox Media deems unsuitable for children under 13.

    3. System Notification banners.
      Banners that look like notifications coming from a user's computer.

    4. Misleading, deceptive banners.
      Banners that are designed to trick users into clicking, such as "You have a virus on your computer, click here to remove." or "You've won! Click here to claim your prize."


  2. Obligations of Each Party to This Agreement
    1. Neurox Media
      1. Neurox Media will place your banner ads into a rotation with other banner slots. These banner slots will be in rotation and will be visible on all pages where forum discussions take place, except in the intermediary redirect pages. The "top" banners will be placed in such a location where it will be visible without the need to scroll on a standard web browser using a standard display resolution.

      2. Neurox Media will make every effort to keep our web server, which serves your advertisement, operational at all times; however, Neurox Media cannot be held liable for downtime of our server for any reason. See Section 8.

      3. Neurox Media does not guarantee click-thrus nor traffic as a result from advertising with us.

      4. Neurox Media does not accept advertisement campaigns that primarily advertises a competing Idol-based discussion forum. We will accept websites with a discussion component, as long as the it's not the primary focus of the website.

    2. Advertiser
      1. You will provide us with a banner image either JPEG, GIF, PNG or SWF format, per banner slot. For each banner image, you will provide a target link location URL or optionally, you may give us static HTML (for richmedia). The restrictions are as follows:

        • The banner image must not exceed 60KB in file size.
        • The banner image must not contain excessive blinking, flashing or animation.
        • The banner image must not play or contain any audio.
        • The banner image must not contain objectionable content, be deceptive, misleading or look like any "system notification" windows.
        • The HTML provided cannot link or use a 3rd-party adserver, or link to an external banner image or Flash content.
        • The HTML provided must not generate popups, popunders, floating DHTML, interstitials, or anything that uses more than the original allotted size.

      2. Web users are increasingly sensitive to issues concerning privacy online. Neurox Media requires that all advertisers comply with all Canadian and United States Federal privacy laws including the Children's Online Privacy Protection Act. You agree not to collect any personally identifiable information through your advertisement. Neurox Media will make efforts to provide you with statistical, demographic data and other information relating to your banner slot, upon request.


  3. Billing & Payment.
    1. All billing and transactions will be handled through PayPal (www.paypal.com), an online intermediary for processing payments. You agree not to hold us liable should any issues arise as a result of PayPal.

    2. All payments are to be made in advance to our PayPal account through a payment link provided to you following the execution of this Agreement.

    3. This Agreement will not automatically terminate upon completion of 30 days. You may cancel the renewal payments through PayPal at anytime prior to the completion of 30-day billing cycle. Neurox Media will begin rotating your banner within 48 hours after receiving payment and receiving the banner image files and/or URLs/HTML. You will receive a notification when your banner images have been placed into rotation.

    4. All sales are final. Neurox Media will not provide refunds for any reason, whether due to a lack of performance or negligence on our part. The initial term and all renewals will be for a full 30 days and will not be pro-rated should you choose to terminate early. It is your responsibility to cancel renewal payments. This can be done through PayPal anytime prior to the completion of a 30-day billing cycle.


  4. Terminations. Neurox Media reserves the right at any time, at its sole and absolute discretion, to terminate this Agreement, or in lieu of terminating this Agreement, to suspend the marketing of and placement of advertising for you. If Neurox Media terminates this Agreement due to your breach of this Agreement, no refunds or reimbursement will be issued. If Neurox Media terminates this Agreement for any reason other than your breach, then a pro-rated refund will be issued for the remainder of the 30-day billing cycle.

  5. Renewal. If no new Agreement is executed upon this Agreement's expiration, this Agreement will automatically renew on a 30-day billing cycle, but pursuant to the terms and conditions in the then current form of Advertising Sales Agreement. Please see paragraph C of section 3.

  6. Representations, Warranties and Covenants. You hereby represent, warrant and covenant that, a) use of your advertisement by Neurox Media will not infringe on any third party intellectual property rights, including without limitation, United States, Canadian or foreign trademarks, patents, copyrights, rights of publicity, moral rights, music performance or other music-related rights, or any other third-party right, b) your web site does not and will not contain any content which violates any applicable law or regulation, and c) you have all necessary rights and authority to enter into this Agreement and place advertising on the publications identified in this Agreement and on, adjoining, or in the vicinity of other web sites that may be viewed, linked or visited through access to your web site.

  7. Indemnification.
    1. In the event that any claim or suit is brought against Neurox Media or an advertiser due to (i) a breach of this Agreement, (ii) a breach of any of your representations, warranties and covenants contained herein, or (iii) any other act by you, including anything related to your website, you agree to assume the defence of any such claim or suit and to indemnify Neurox Media and the advertisers against any damages, losses, expenses and reasonable costs, including attorney's fees, in such suit or claim and in the reasonable investigation of any allegations of such suit and claim. In the event of a breach of Section 2 of this Agreement, you hereby indemnify Neurox Media, its advertisers and other members in the Neurox Media Network for any damages or claims, including lost advertising revenue, resulting from your breach. The provisions of this Section shall survive the termination or expiration of this Agreement.

    2. We are not a party to, and have no liability for, other problems caused by you in connection with your advertisement. If actions or inactions related to your advertisement causes a claim or suit to be brought upon us, you agree to indemnify and defend Neurox Media and members of the Neurox Media Network against any lawsuits or claims made against us as a result of your actions.

  8. Liability.
    1. The code for advertisement placement resides on our server. In the event of a server downtime, the advertisement may not load or operate properly. In any event, you agree not to hold us liable for any damages that may result from server downtime.

    2. If for any reason, the advertising contains bad code that harms the Network, your web site, or your server, including, but not limited to any virus, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines intended to damage, interfere with, intercept or expropriate any system, data or personal information, you will not seek damages from us. Neurox Media is not liable for the content of the advertising supplied by advertisers.

    3. While security is a high priority for us, we are not liable for the acts of others, including the use of our code or server and any resulting damages to the Network, your web site, or your server.

    4. IN NO EVENT SHALL NEUROX MEDIA BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR ANY OTHER INDIRECT LOSS OR DAMAGE, INCLUDING LOST PROFITS, ARISING OUT OF THIS AGREEMENT OR ANY OBLIGATION RESULTING THEREFROM, OR THE USE OR PERFORMANCE OF ANY SERVICE, WHETHER IN AN ACTION FOR OR ARISING OUT OF ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. IN THE EVENT NEUROX MEDIA IS FOUND LIABLE FOR ANY CLAIM ARISING UNDER THIS AGREEMENT, IN NO EVENT WILL NEUROX MEDIA BE LIABLE FOR AN AMOUNT IN EXCESS OF THE AMOUNTS PAID TO NEUROX MEDIA UNDER THIS AGREEMENT.

  9. Legal Matters.
    1. You herby irrevocably (i) submit to the nonexclusive jurisdiction of any Ontario provincial or Federal court sitting in the Greater Toronto Area in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (ii) agree that all claims in respect of such action or proceeding may be heard and determined in such Ontario provincial court or in such Federal court, and (iii) waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding.

    2. Notwithstanding that you, your web site or your server may reside outside the province of Ontario, including outside of the Canada, you agree that this Agreement shall be governed by the laws of the province of Ontario.

  10. Successors and Assigns. This Agreement shall be binding on the undersigned, its successors and assigns. You may assign this Agreement in connection with an assignment, sale or other conveyance of your web site, provided, however, in connection with such assignment, the assignee provide all obligations as noted in Section 2 and payment as noted in Section 3 of this Agreement.

  11. Confidential Information. In the course of performing the services contemplated by this Agreement, it may be necessary for the parties hereto to disclose to each other confidential information. Neither party will, during or after the term of this Agreement, reveal any such information to any third parties or use such information for itself or any third party except as authorized in writing by the disclosing party or as required by applicable law or court order. Each party will take reasonable precautions to ensure that all such information is not disclosed by any of its employees or agents to any unauthorized persons and will limit disclosure to its employees on a "need to know" basis. Confidential information does not include information that is, or subsequently may become within the knowledge of the public generally, through no fault of the party hereto receiving the information, or information that the receiving party can show was previously known to it at the time of receipt.

By purchasing a banner slot, you indicate and acknowledge your agreement to these terms and conditions. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.


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post Mar 22nd 2004, 8:41 PM


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