Advertising Terms and Conditions
These Terms and Conditions between Platinum Sales Solutions, LLC (PSS) and Advertiser (the “Parties” and each a “Party”) regarding Advertiser’s purchase of the services set forth herein and further described and provided for in these Terms and Conditions.
- Services. During the Term, PSS will display the Advertisement and/or, Special Promotions on the Websites noted on Digital Marketing Services Activation Form. PSS makes no representation or warranty regarding the other advertisers that are shown on the websites. Advertiser agrees to provide both content and graphics (logo) for PSS to use and PSS agrees to provide advertising space on the PSS Community Websites as directed by Advertiser and offered by PSS.
- Fees. Fees are due in advance for Advertisement and/or Special Promotions and may be paid monthly, semi-annually or annually. PSS may suspend providing the services under the Agreement in the case of nonpayment or late payment, without terminating the Agreement. Fees are not refundable or prorated once the advertisement has been posted to the website for the agreed term.
- Advertisement. Advertiser grants PSS a non-exclusive, non-transferable, royalty-free license to display the Advertisement for purposes of the Agreement. At all times during the Term, Advertiser covenants, represents, and warrants the Advertisement shall not: (a) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation; (c) be defamatory or libelous; (d) be pornographic or obscene or inconsistent with the purpose of the Websites; (e) violate any laws regarding unfair competition, antidiscrimination or false advertising; or, (e) contain viruses, or other similar harmful or deleterious programming routines. Advertiser shall be solely responsible for delivering the Advertisement to PSS unless agreed upon by PSS. PSS may refuse to display an Advertisement it determines in its sole discretion does not fit the intent and content of the websites and/or violates this Agreement.
- Deletions & Modifications of Advertisement Information. During the term of the Advertisement should any of the advertisement information change, the Advertiser shall contact and inform PSS of any changes. One change per month is included in the advertising fee. Additional changes will incur a fee of $25 per revision. Should it be determined and verified by PSS that the Advertiser is no longer in business and/or providing the advertised product and/or service, PSS shall then have the right without any liability to remove the advertisement from the websites.
- Link. At all times during the Term, Advertiser covenants, represents, and warrants: a) its website does not infringe or violate the copyright, trademark, or other rights of third parties, or any other law, court order, governmental regulation or other ruling of any governmental agency or entity; b) linking to its website will not subject PSS to any liability or jeopardize PSS’s ability to protect its rights or its property in the manner it deems appropriate; and, c) no part of its website will contain, or link to, content that may be interpreted as criminal, libelous, or obscene or which may infringe or violate any third party’s rights.
- Warranty disclaimer. PSS provides the Websites and services under the Agreement “As Is” and without warranty of any kind. PSS does not guarantee continuous or uninterrupted display or distribution of the Advertisement. In the event of interruption, PSS’s sole obligation shall be to restore service as soon as reasonably possible. PSS makes no representation or warranty regarding the number of views.
- Liability limitation. In no event shall PSS be liable for any consequential, incidental, indirect, punitive, or special damages or for lost business or profits related to the Agreement. In no event shall PSS’s liability to Advertiser exceed the Fees actually paid under the Agreement.
- Termination/Renewal. This Agreement will automatically renew upon the expiration of the initial Term unless instructed otherwise, in writing, by the Advertiser and presented and received by PSS. Also, either Party may terminate the Agreement with 30 days written notice delivered to the other Party. Otherwise, either Party may terminate the Agreement: (a) if the other Party makes a general assignment for the benefit of its creditors, is generally unable to pay its debts as they become due, or becomes the subject of any voluntary or involuntary bankruptcy proceeding; or (b) in the case of a material breach on the part of the other Party, provided the non-breaching Party first notifies the breaching Party of the material breach(es) and affords the breaching Party ten (10) business days to cure the breach(es), failing which the Agreement shall be deemed terminated upon the expiration of this ten (10) business day period. Platinum Sales Solutions, LLC reserves the right to terminate at its discretion. In such cases, Advertiser will be refunded any upfront proceeds, prorated over the remaining term of the Agreement.
- Miscellaneous. North Carolina law will govern the Agreement. The Parties will maintain the fact of and terms of the Agreement as strictly confidential. No Party may assign the Agreement without the other’s express written consent; however, PSS may assign its rights and obligations under the Agreement to an affiliate, related, or subsidiary company in the normal course of business or in connection with a sale of PSS or of all or substantially all of PSS’s assets. Any other assignment shall be void and without force or effect. The Parties shall arbitrate any dispute regarding the Agreement in Cabarrus County, NC with the prevailing Party to recover its costs and fees. This Agreement is the entire and only agreement between the Parties regarding its subject matter, and all prior agreements between or among the Parties and related to the subject matter of the Agreement are of no force or effect. The individuals signing the Agreement personally represent, warrant, and covenant they have the authority to bind to the Agreement the Party on whose behalf they are signing it. Neither Party makes any representation, covenant, or warranty except as expressly set forth in the Agreement. This Agreement will not be construed against either Party by virtue of that Party having written all or any part of the Agreement. The Parties have had an opportunity to have counsel of their choosing review the Agreement. The failure on the part of a Party to enforce a term or provision of the Agreement will not constitute a waiver of the right to later enforce that provision. The Parties may not amend the Agreement except in a writing signed by both of them. The Parties may execute the Agreement in counterparts. Faxed or electronically stored executed copies of the Agreement will be regarded as originals of the Agreement. No third party may claim any rights under the Agreement.
- The presence of one part of this Agreement having been deemed unenforceable per local or state statute does not negate the entire Agreement(s).