General. No deposit must be submitted to TEXTADS in advance
of initial advertising date. By submitting advertising for inclusion on
TEXTADS, advertiser/agency agrees to be bound by the terms of
this contract. No conditions other than those set forth herein shall be
binding on TEXTADS. This contract supersedes any previous agreements
between TEXTADS and advertiser/agency relating to the subject
matter set forth herein. TEXTADS's only obligation to serve advertisements
hereunder shall be to serve advertisements of the advertiser described
herein, and in no event shall TEXTADS be obligated to serve advertisements
for any other advertiser.
2. Changes and
Cancellations. Cancellations and changes can be made via the advertiser
login. TEXTADS's advertising specifications are accessible through
the advertiser login. TEXTADS reserves the right to change any
of its advertising specifications at any time.
4. Delivery, Frequency
and Makegood. All figures relating to the number of advertisements
served as determined by TEXTADS shall govern, regardless of whether
advertiser/agency is using the services of a third party ad server. If
TEXTADS fails to provide the guaranteed number of impressions,
TEXTADS will make good on this contract.
6. Key Words and
Phrases. TEXTADS offers no exclusivity on keywords or phrases.
Each advertiser will be given ranking positions based upon the bid they
enter on keywords/phrases.
TEXTADS reserves the right, without liability, to reject, omit
or exclude any advertisement or to reject or terminate any links, buttons,
boxes or banners for any reason at any time, with or without notice to
the advertiser/agency, and whether or not such advertisement, link, button,
box or banner was previously acknowledged, accepted, or published.
9. Licenses and
Indemnification. Advertiser/agency grants TEXTADS the right
to use, reproduce, publicly display and distribute advertiser's advertisments
and collateral information and warrants that advertiser/agency has the
right to grant such license. Advertiser/Agency represents that the advertiser
is the owner or is licensed to use the entire contents and subject matter
contained in its advertisements and collateral information, including,
without limitation, (a) the names and/or pictures of persons; (b) any
copyrighted material, trademarks, service marks, logos, and/or depictions
of trademarked or service marked goods or services; and (c) any testimonials
or endorsements contained in any advertisement submitted to TEXTADS.
In addition, advertiser/agency represents that the advertiser's advertisements
and collateral information do not violate any applicable local, state
or federal law or regulation. In consideration of TEXTADS's acceptance
of such advertisements and information for publication, the advertiser
and agency will jointly and severally indemnify and hold harmless TEXTADS
and its officers, directors, shareholders, employees, accountants, attorneys,
agents, parent, affiliates, subsidiaries, successors and assigns from
and against any and all third party claims, damages, liabilities, costs
and expenses, including reasonable legal fees and expenses, arising out
of or related to: (i) advertiser/agency's breach of any covenants, representations
and warranties made therein, (ii) TEXTADS's performance under
this contract, and (iii) the copying, printing, distributing, transmitting
or publishing of advertiser's/agency's advertisements or collateral information
of Liability. UNDER NO CIRCUMSTANCES WILL TEXTADS BE LIABLE
FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING,
WITHOUT LIMITATON, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT
OF OR RELATED TO THIS CONTRACT, EVEN IF TEXTADS HAS BEEN ADVISED
AS TO THE POSSIBILITY OF SUCH DAMAGES.