Terms and Conditions

Terms and Conditions for Print Advertising

 

Publisher: Local Ad Share, LLC

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The following terms and conditions (the “Terms”) govern the sale of mailer advertising space by Publisher to Advertiser. By completing the signup process, Advertiser agrees to be bound by these Terms.

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1. Advertisements. Advertiser may submit advertisements from time to time for printing by Publisher in mailers sent by Publisher to recipients determined by Publisher in its sole discretion. To submit an advertisement for publishing, Advertiser shall submit such advertisement in a form and manner specified by Publisher. Advertisements must be submitted no later than the 15th day of the month in which such advertisement is to be published (the “Cutoff Date”) for mailing on or about the 28th of the month. The fee for publication shall be calculated in accordance with rate sheets provided by Publisher from time to time and paid via recurring billing set up via Publisher’s website. Publisher may decline to print advertisements for which any amounts due are unpaid on the Cutoff Date, if the mailer is over-subscribed, or which Publisher determines to be inappropriate for the mailer.

2. Renewal. Subject to the provisions of Section 4 below, publication of a previously published advertisement and billing for such advertisement will renew automatically unless cancelled by Advertiser prior to the next Cutoff Date. These Terms shall remain in force and effect until cancelled by either party upon 30 days’ notice to the other party; provided that the provisions of Sections 3, 5, 10, 11,12,13,14 and 15 shall survive the termination of these Terms.

3. License; Representations. Advertiser hereby grants Publisher a worldwide, irrevocable, royalty-free license to use, reproduce, transmit and distribute all creative materials supplied by advertiser, including without limitation, all text, graphics, illustrations and photographs (the “Content”). Advertiser represents and warrants that (i) it has all the necessary rights in the Content; (ii) the Content does not violate any applicable law or regulation; (iii) the Content does not violate or infringe upon any third party right in any manner or contain any material or information that is defamatory, libelous, slanderous, that violates any person’s right of publicity, privacy or personality or may otherwise result in any tort, injury, damage or harm to any person; and (iv) Advertiser has all permits, licensure, and other authorizations required to provide the goods and/or services advertised, and has insurance of types and in amounts that are commercially reasonable for its business. Advertiser acknowledges that Publisher is relying on the foregoing representations and warranties as a condition of publishing the Content. Publisher makes no representations or warranties other than those expressly contained in these Terms.

4. Acceptance. Advertising is subject to acceptance by Publisher as to character, layout, text and content. Publisher reserves the right to reject or cancel advertising that is not in keeping with the publication’s standards or for any other reason, even if the advertising has been published previously by Publisher.

5. Indemnity. Advertiser agrees to indemnify, defend and hold Publisher and its affiliates and their respective agents, officers, directors, members, managers and employees harmless from and against any and all expenses and losses of any kind (including reasonable attorneys’ fees and costs) incurred (i) based upon a breach of any of the foregoing representations and warranties, or (ii) in connection with any claim arising from or related to any advertisement supplied by Advertiser and run by Publisher.

6. Disclaimers. Publisher reserves the right to add disclaimers or place the word “advertisement” or words to that effect on any published Content, provided that Publisher will make best efforts to do so in a manner that does not materially change the Content or its message.

7. Changes. These Terms, including rates, are subject to change by Publisher by providing notice to Advertiser in the form of updated Terms or an updated rate sheet no less than 30 days prior to the effective date of the change.

8. Ad Positioning. Positioning of Content is at the discretion of the Publisher. Publisher reserves the right to charge advertisers for requested placement. Advertiser acknowledges that the placement of their advertisement may be affected by other advertisers’ payment for placement.

9. Content Errors. Publisher shall have no liability for errors in Content that is published as it was received by Publisher in all material respects.  

10.  Limitation of Liability. Advertiser agrees that Publisher has no liability for consequential or incidental damages, or for any loss of profits or damage to reputation, whether in contract, tort, for violation of statute, or otherwise.  Advertiser specifically agrees that any damages of Publisher are limited to the amount actually paid by Advertiser to Publisher for the advertisement to which the alleged breach of these Terms or the alleged tort or other claim is related. 

11. Cancellation. Advertisements may be cancelled by advertiser prior to the Cutoff Date for a refund, provided that no refund will be due for advertisements cancelled after the Cutoff Date. Publisher may decline to cancel advertisements for which cancellation is requested after the Cutoff Date. If Publisher rejects a previously published advertisement, Publisher shall refund any amounts paid pursuant to Section 3 above to the extent that they such amounts were to be paid for the unpublished advertisements.

12. Force Majeure. Publisher is not liable for delays in delivery or non-delivery in the event of Act of God, action by government or quasigovernmental entity, fire, flood, insurrection, riot, explosion, embargo, strikes (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, or any condition beyond the control of Publisher affecting production or delivery in any manner.

13. Confidentiality; Materials. Advertiser agrees that Publisher has no obligation to maintain the confidentiality of submitted material. Publisher will hold Advertiser’s materials for a maximum of one year from last issue date. It is the responsibility of Advertiser to arrange for the disposition of artwork, proofs or digital materials prior to that time, otherwise materials will be destroyed. All requests must be submitted in writing.

14. Governing Law; Dispute Resolution; Attorney’s Fees. This Agreement shall be governed by the laws of the State of Oregon. Any controversy or claim arising out of or relating to this Agreement or the breach thereof will be settled by binding arbitration which shall be conducted in accordance with the authority and Rules of the Arbitration Service of Portland. The place of arbitration shall be Multnomah County, Oregon. Should either party commence arbitration to enforce or interpret this Agreement, the arbitrator shall have the discretion to award the prevailing party costs and reasonable attorney’s fees.

15. Entire Agreement. The foregoing Terms govern the relationship between Publisher and Advertiser. Publisher has not made any representations to Advertiser that are not contained herein. Failure by Publisher to enforce any of these provisions shall not be considered a waiver of such provision. Neither party may assign this agreement, or the rights or obligations hereunder, without the prior written consent of the other, except that Publisher may assign this agreement to an affiliate or in connection with a merger, sale, or other transfer of the business to which it relates; any purported assignment in violation of the foregoing shall be null and void.