Services
Global Media Mktg LLC, will market the listed offer via the Global Media Mktg LLC, an online proprietary platform.
Final numbers provided by Global Media Mktg LLC and tracked accurately at Global Media Mktg LLC reporting. To the extent there is a dispute in statistics; good faith effort will be made by both parties to resolve fairly for solution with no ill regard by the 10th of each month.
If either party wishes to terminate services, written receipt is required to stop campaign within 48 hours.
Payment Terms:
PREPAY
Global Media Mktg LLC
Standard Terms and Conditions
These terms and conditions ("Standard Terms") shall be deemed incorporated by reference into any insertion order (the "Insertion Order") submitted by the advertiser or its agency set forth in the Insertion Order (collectively, "Advertiser") and shall govern the Insertion Order, superseding all terms therein except for those relating to advertisement scheduling and pricing. All Insertion Orders are subject to acceptance by Global Media Mktg LLC. The Standard Terms and Insertion Order shall be collectively known as the "Agreement." Advertiser and its agency (if applicable) shall be jointly and severally responsible under this Agreement.
1. Term of Agreement
The term of this Agreement commences on the Acceptance Date set forth in the Insertion Order and terminates on the End Date set forth in the Insertion Order or such later date as the parties may agree in writing.
2. Terms of Payment
Prepay upon execution of insertion order.
Wiring Instructions
Name of Bank: WAMU
Bank Account Name: Global Media Mktg LLC
Bank Account Number: 3184417068
ABA Number: 267084131
SW Number: WMSBUS66
Account Number:
3. Advertiser's Representations; Indemnification
Advertiser represents and warrants to Global Media Mktg LLC. That Advertiser holds all necessary rights to permit the use of the advertisement Global Media Mktg LLC. for the purpose of this Agreement; and that the use, reproduction, distribution, transmission or display of advertisement, any data regarding users, and any material to which users can link, or any products or services made available to users, through or as a result of the advertisement will not (a) violate any criminal laws or
any rights of any third parties, (b) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law, or (c) use any trademark, trade name, or corporate name of Global Media Mktg LLC. Without the prior written consent of Global Media Mktg LLC. Advertiser agrees to indemnify, defend and hold Global Media Mktg LLC. and Third Parties (if any) harmless from and against any and all liability, loss, damages, claims or causes of action, including
reasonable legal fees and expenses, arising out of or related to (i) breach of any of the foregoing representations and warranties, or (ii) any third party claim arising from use of or access to the advertisement under this Agreement or any material to which users can link, or any products or services made available to users, through the advertisement under this Agreement.
4. Right to Reject Advertisement; Positioning
All contents of advertisements are subject to Global Media Mktg LLC's approval. Global Media Mktg LLC reserves the right to reject or cancel any advertisement, Insertion Order, URL link, space reservation or position commitment, at any time, for any reason whatsoever (including belief by Global Media Mktg LLC that any placement thereof may be subject to criminal or civil liability).
5. Confidentiality
During the term of this Agreement, and until such time as the "Confidential Information" (as defined below) is no longer protected as a trade secret under Florida law, neither party will use or disclose any "Confidential Information" of the other party except as specifically contemplated herein. "Confidential Information" means information that: (1) is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. Subject to the foregoing, Confidential Information shall include, without limitation, technical or non-technical data, a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, or list of actual or potential customers or suppliers, the advertisement before publication, and the terms of the Insertion Order. Confidential Information does not include information that: (i) has been independently developed by the receiving party without access to the other party's Confidential Information; (ii) has become publicly known through no breach of this Section by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority. At the request of the disclosing party, the receiving party shall return all of the disclosing party's Confidential Information to the disclosing party.
6. Termination; Effect of Termination
In the event of a material breach by Advertiser, Global Media Mktg LLC. may terminate this Agreement immediately without notice or cure period, without liability to Global Media Mktg LLC. In the event of any termination, Advertiser shall remain liable for any amount due under an Insertion Order for advertisement delivered by Global Media Mktg LLC. And such obligation to pay shall survive any Termination of this Agreement. Anything herein to the contrary notwithstanding, the provisions of the Agreement relating to confidentiality and any other provisions which by their nature should survive termination shall survive the expiration or termination of the Agreement for any reason.
If either party wishes to terminate services, written receipt is required to stop campaign within 48 hours.
7. No Warranty
Global Media Mktg LLC MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, Global Media Mktg LLC EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY, FUNCTIONALITY OR ANY OTHER ASPECT OF Global Media Mktg LLC'S SERVICE.
8. Limitations of Liability
In the event that Global Media Mktg LLC fails to publish an advertisement in accordance with the schedule provided in the Insertion Order, or in the event that Global Media Mktg LLC fails to deliver the number of impressions specified in the Insertion Order (if any) by the End Date specified in the Insertion Order, or in the event of any other failure, technical or otherwise of such advertisement to appear as provided in the Insertion Order, the liability of Global Media Mktg LLC and exclusive remedy of Advertiser shall be limited to either (i) placement of the advertisement at a later time in a comparable position or (ii) extension of the End Date specified in the Insertion Order until the minimum delivery requirements set forth in the Insertion Order, if any, are delivered, as the parties may mutually agree. IN NO EVENT SHALL . Global Media Mktg LLC BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER
DAMAGES, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF Global Media Mktg LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. . Global Media Mktg LLC'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY Global Media Mktg LLC. FROM ADVERTISER FOR THE INSERTION ORDER GIVING RISE TO THE CLAIM. Without limiting the foregoing, Global Media Mktg LLC shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the control of Global Media Mktg LLC. Advertiser acknowledges that has entered into this Agreement in
Reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.
9. Audit Rights
Advertiser shall keep proper records and books of account relating to the computation of payments to be made hereunder. Global Media Mktg LLC. Or its designee may inspect such records to verify reports. Any such inspection will be conducted in a manner that does not unreasonably interfere with Advertiser's business activities and, except as provided below, shall be conducted no more frequently than once every six months. Advertiser shall immediately make any overdue payments disclosed by the audit plus applicable interest. Such inspection shall be a Global Media Mktg LLC expense; however, if the audit reveals overdue payments in excess of 5% of the payments owed to date, Advertiser shall immediately pay the cost of such audit, and . Global Media Mktg LLC may conduct another audit during the same six month period.
10. Miscellaneous
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to principles of conflicts of law. This Agreement may be amended only by a writing executed by a duly authorized representative of each party. Advertiser shall make no public announcement regarding the existence or content of the Insertion Order without Global Media Mktg LLC’S prior written approval, which approval shall not be unreasonably withheld. Any notices under this Agreement shall be sent to the addresses set forth in the Insertion Order (or in a separate writing) by facsimile or nationally-recognized express delivery service and deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
In witness whereof, the parties hereto have executed this agreement as of the day and year first written below.
Global Media Mktg LLC.
Please fax signed copy of Insertion Order to Global Media Mktg LLC - (561) 771-1735. Thanks