Each of the properties described in the insertion order (collectively with these Standard Terms and Conditions, the "Insertion Order") is the standard narrow-band U.S. version of such property. The websites, properties and products or services owned, operated, distributed or ad-served by OVGuide.com, are herein referred to as the "OVGuide.com Network".
OVGuide.com may redesign the OVGuide.com Network in its sole discretion at any time. If any redesign materially and adversely affects the placement of one or more advertisements, or if OVGuide.com is otherwise unable to display such advertisements (including, for example, with respect to inventory purchased by Advertiser on a site not wholly controlled by OVGuide.com), OVGuide.com will work with Advertiser to display the affected advertisements elsewhere in comparable areas of the OVGuide.com Network.
The advertising inventory under this Insertion Order is for use solely by Advertiser and may not be used by any third-party.
Any guarantees are to impressions (as measured by OVGuide.com in accordance with its standard methodologies and protocols), not "click-throughs" OVGuide.com will provide Advertiser with standard usage information related to the advertisements. Advertiser may not disclose such information to any third-party without OVGuide.com's prior written consent.
OVGuide.com may discontinue the display of advertisements if the total number of impressions for any specified display period is reached prior to the scheduled display stop date. If there is a shortfall in delivery of impressions as of the end of a specified display period, OVGuide.com will provide, as Advertiser's sole remedy, "make good" impressions through comparable placements, to be delivered no later than sixty (60) days following the end of the Term.
Advertiser must provide all necessary artwork and active URLs to OVGuide.com in the time frame and the manner specified at http://advisor.OVGuide.com.com.
OVGuide.com will be entitled to reject or discontinue advertisements at any time. In such event, Advertiser will be responsible for only a pro-rata portion of payments due hereunder, based on impressions delivered (the "Pro-Rata Payments").
Advertiser shall bear full responsibility for all products or services offered, sold or licensed through the advertisements or the Advertiser's website. Advertiser will collect and pay all taxes related to the sale or licensing of such products or services.
Legal Terms and Conditions
License and Warranties, Advertiser hereby grants OVGuide.com the right to market, display, reproduce (including compression and temporary storage), distribute, perform, transmit and promote the advertisements together with any content or materials on any interactive site linked to the advertisements through the OVGuide.com Network. Advertiser certifies that it has all necessary rights and permissions to offer, sell and/or license such products and services through the advertisements and the Advertiser's website, and that the advertisements and the Advertiser's website do not and will not violate any applicable laws or regulations or any third-party rights. Advertiser certifies that the advertisements and the Advertiser's website will at all times comply with all standard, written policies applicable to the OVGuide.com Network, including the privacy policies, terms of service, and advertising guidelines. Advertiser certifies that it has the legal right to use all search terms purchased by it pursuant to this Insertion Order.
OVGuide.com Trademarks. Advertiser shall not use, display or modify OVGuide.com's trademarks in any manner without the prior written consent of OVGuide.com.
Limitation of Liability; Disclaimer; Indemnification.(A) Except in connection with the confidentiality, solicitation, tax and indemnity provisions herein, damages under this agreement shall be limited to direct damages, not to exceed the amount to be paid by Advertiser hereunder. (B) OVGuide.com does not make and specifically disclaims any representations or warranties, express or implied. (C) Each party ("indemnifying party") hereby agrees to indemnify, defend and hold harmless the other party and the officers, directors, agents, affiliates, distributors, franchises and employees of the other party from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of any material breach by indemnifying party of any duty, representation or warranty under this Insertion Order.
Solicitation; Privacy Policy; User Information OVGuide.com Network
Advertiser shall not send unsolicited, commercial email or other online communication (e.g., "spam") through or into the OVGuide.com Network and shall comply with all standard OVGuide.com bulk email policies.
Advertiser shall ensure that its collection, use and disclosure of information obtained from OVGuide.com users under this Insertion Order complies with all applicable laws, regulations and privacy policies.
Advertiser shall not disclose such user information to any party, nor shall Advertiser use or allow any other party to use such user information in any manner that is or could reasonably be expected to be used by or on behalf of any product or service competitive with the OVGuide.com Network. This section shall survive the completion, expiration, termination or cancellation of this Insertion Order for a period of two (2) years.
Advertisers shall be solely responsible for the development, operation, maintenance, accuracy, correctness and appropriateness of:
any websites used by the Advertiser;
product or services information, descriptions or materials or links placed on Advertiser websites. Without limiting the preceding, the Advertiser shall be solely responsible for ensuring that all information contained in an Advertiser Keyword Link or Advertisement including but not limited to products, materials and services described, offered or sold by the Advertiser:
do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights);
are not slanderous, libelous or otherwise scandalous;
do not violate any applicable laws, regulations or controls, including those of fraud and/or false advertising;
do not violate OVGuide's posted policies on prohibited goods and services or OVGuide’s posted privacy policy http://www.ovguide.com/terms.php; and
provides correct Advertiser profile information including but not limited to return policy, mission statement, contact information, etc.
OVGuide disclaims responsibility and liability for all such matters, and all Advertisers agree to defend, indemnify and hold harmless OVGuide from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to an Advertiser's violation of any of the obligations under this Section.
Confidentiality
Both parties will keep the existence and terms of this Insertion Order confidential and neither party will publish any press release related hereto without the prior written consent of the other party.
Termination
Either party may terminate this Insertion Order in the event of a material breach of this Insertion Order by the other party, which remains uncured after thirty (30) days written notice thereof. In addition, OVGuide.com may terminate this Insertion Order upon a material breach by Advertiser of any other agreement between the parties which is not cured within cure period set forth in such agreement. If OVGuide.com terminates this Insertion Order due to Advertiser's material breach of any requirement of this Insertion Order or of any other written agreement with OVGuide.com, all of Advertiser's payment obligations hereunder shall survive such termination. If Advertiser terminates this Insertion Order due to OVGuide.com's material breach of this Insertion Order, Advertiser will be responsible only for the Pro-Rata Payments.
OVGuide.com may terminate this Insertion Order at any time for any reason upon thirty (30) days written notice to Advertiser (or upon such shorter notice as may be designated by OVGuide.com in the event that OVGuide.com believes in good faith that further display of the advertisements will expose the OVGuide.com Network to liability or other adverse consequences). In such event, Advertiser will be responsible only for only the Pro-Rata Payments.
Miscellaneous
This Insertion Order sets forth the entire agreement between Advertiser and OVGuide.com with respect to the transactions set forth herein, and supersedes any and all prior agreements of OVGuide.com or Advertiser with respect to such transactions. If an advertising agency signs this Insertion Order on behalf of Advertiser, the agency thereby represents and warrants that it has full authority to bind Advertiser to the terms of this Insertion Order and that it will ensure that Advertiser complies with all such terms.
Advertiser shall not make any assignment of this Insertion Order or any rights benefits or obligations hereunder (including, without limitation, by way of merger or consolidation) without the prior written consent of OVGuide.com. In the event of an assignment, this Insertion Order shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.
This Insertion Order shall be interpreted, construed and enforced in accordance with the laws of the State of California , except for its conflicts of laws principles. Advertiser hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of California and the federal courts situated in the State of California in connection with any action arising under this Insertion Order.
