Advertiser Terms and Conditions

The advertiser contracting for distribution of advertisements, video assets, video on demand, web sites, applications and/or mobile devices, along with consultation services, hereby agrees as follows:

  1. Billing and Payments
    1. Hometown Partnerships (HP) will bill Advertiser monthly at the 1st of the calendar month.
    2. Advertiser shall pay each invoice in full within 30 days after receipt without deduction or right of set-off; provided however that HP, in its sole discretion, reserves the right to require monthly payments in advance of any schedule distribution of ads.  If HP requires and Advertiser fails to make such advance, HP, in its sole discretion, may terminate Advertiser’s schedule for the upcoming month.
    3. Upon Advertiser’s request, HP, in its sole discretion, my include verification of performance at the conclusion of the month.  The furnishing and accuracy of such verifications shall not be a condition precedent to Advertiser’s obligation to timely pay any such invoice.  HP shall not be liable to Advertiser for and makes no representations or warranties with respect to such verifications.
    4. Other remedies notwithstanding, invoices not timely paid as required by this contract shall be considered delinquent and shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) until paid in full.  In the event Advertiser fails to make such payments, Advertiser and/or Ad Representative, will be jointly and severally liable for all amounts owed and reasonable expenses (including legal fees and other costs) incurred by HP in collect of such amounts.
  2. Termination
    1. HP reserves the right to terminate this contract or to reject, cancel, terminate, or suspend any Ad at any time, for any reason whatsoever.  Upon termination or suspension, all amounts owed HP hereunder and not paid shall become immediately due and payable.
    2. Advertiser may cancel the distribution of Ads upon 60 days written notice to HP, effective no earlier than 120 days after the commencement of distribution of Ads under this contract.
    3. Advertiser may cancel the distribution of Ads if HP is in material breach of its obligations hereunder and fails to cure such breach within 10 days of Advertiser’s notice, except as otherwise stated in this contract with regard to specific breaches.
  3. Ad Materials
    1. Advertiser hereby grants HP the right to manipulate an Ad, in each case as reasonably necessary in order to distribute the Ads as ordered by Advertiser.
    2. Advertiser shall, at its sole expense, deliver or cause to be delivered all materials for Ads to HP in compliance with generally accepted standards of good practice and in accordance with specification required by HP
    3. If Advertiser delivers ad materials late, HP may bill Advertiser for the media purchased pursuant to the agreement.
    4. Notwithstanding anything in this contract to the contrary, all Ads provided by Advertiser are subject to HP prior approval and network/carrier restrictions and guidelines, including standards and practice and consumer protection statutes.  HP may, without restriction or liability, reject or refuse to distribute any Ad that HP deems in its sole discretion to be illegal, unsatisfactory, unsuitable or contrary to the public interest for any reason whatsoever.  HP shall attempt to so notify Advertiser, and unless Advertiser furnishes satisfactory Ads in a sufficient amount of time in advance of distribution as determined by HP, HP may bill Advertiser for time reserved.
  4. Indemnification/Limitation of Liability
    1. Advertiser shall, to the fullest extent permitted by law, indemnify, and hold harmless HP and HP affiliates harmless from and against any and all claims, suits, actions, damages, liabilities, judgments, losses, assessments, interest charges, penalties, costs and expenses (including attorney’s fees and disbursements) arising out of or relating to: (i) the creation or production of Ads provided and/or authorized by Advertiser (ii) the distribution of Ads, Ad Materials and the products and service they advertise, including, without limitation, any Ad or Ad Materials that infringe, misappropriate, or violate the IP rights or any third party, violate applicable law or regulations, or give rise to any claim or cause of action or results in actual damages or losses; (iii) any breach by Advertiser of this contract or any of Advertiser’s representations or warranties hereunder; and (iv) any third-party claims related to the use of any data provided by Advertiser.  The foregoing representations, warranties, and indemnities shall survive the completion, cancellation, or termination of this contract.
    2. Notwithstanding anything in the contract to the contrary, the sole remedies available to Advertiser for any claims arising out of (i) a breach of this contract by HP, (ii) the negotiation or performance of this contract; or (iii) the distribution by HP or its affiliates of the Ads or ad materials provided by or on behalf of Advertiser shall be: (y) substitute distribution of Ads or Ad Materials or related material at a subsequent time in the same or comparable manner or class of air time; or (z) a refund of amounts paid by Advertiser for the unfulfilled portion of this contract, in the sole discretion of HP.  Liability for any issue is capped at the amount of fees paid by the advertiser.
    3. IN NO EVENT SHALL HP OR HP AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINSS PROFITS, BUSINESS INTERRUPTION, GOOD WILL, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS CONTRACT OR BE SUBJECT TO EQUITABLE REMEDIATE OR INJUNCTIVE RELIEF.
    4. HP is not responsible for losses due to any act of God.
    5. The provisions of this section shall survive any cancelation or termination of this contract.
  5. Representations and Warrants
    1. Advertiser represents and warrants that (i) Advertiser has the right to enter into this contract and the poser and all authorization necessary to conclude this contract for and on behalf of the Advertisers; (ii) Advertiser has, at its sole expense, secured all necessary licenses, rights, releases, consents and clearances required in connection with such distributions including, but not limited to, copyright performance and music synchronization rights with regard to all Ads; (iii) the Ads do not violate any federal or state law, statue, or regulation; (iv) Ads are no defamatory, libelous, pornographic, obscene, or otherwise unlawful; (v) Advertiser has the sole right, title and interest, or that Advertiser has written permission, to make use of the name, logos, and trademarks of the entity under with Advertiser advertises and does business; (vi) Advertiser has a reasonable basis for all claims made with the Ads, possesses appropriate documentation to substantiate such claims, and shall fulfill all commitments made in its campaigns, and that all product information it provides is truthful, accurate, and complete, and is not misleading in any way.
    2. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR EXTENDS ANY WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND INFRINGEMENT
  6. Additional Terms
    1. This contract, including the right under it, may not be resold, assigned or transferred by Advertiser without first obtaining the written consent of HP; nor may HP be required to distribute the Ads hereunder for the benefit of any advertiser other than the party names on the contract.  Any resale, assignment, or transfer prohibited hereunder shall by null and void.  Failure of HP or Advertiser to enforce any of the provision herein shall not be construed as a general relinquishment of waiver as to that or any other provision.
    2. HP shall exercise normal precautions in handling property provided by the Advertiser, but assumes no liability for loss or damage to Ad Materials and other property furnished by Advertiser hereunder.
    3. This contract contains the entire agreement between the parties relating to the subject matter hereof, and no change or modification of any of its provisions shall be effective unless made in writing and signed by both parties.  Advertiser acknowledges and agrees that any entity that distributes an Ad sold by HP hereunder shall be a third-party beneficiary of this contract and intitle to enforce rights granted to HP hereunder directly against Advertiser.
    4. This contract shall be interpreted, governed, and construed in accordance with the laws of the State of Illinois without regard to its principles governing conflicts of law.  All disputes, controversies or claims that relate in any way to this contract, except collection proceedings brought by HP or a collection agency designated by HP related to fees owed by Advertiser to HP, will be resolved by arbitration in Illinois.  The award of the arbitrators shall be final, and may be enforced in any court having jurisdiction.  Further, no arbitrators, regardless of form, arising out of or relating to the transactions under this contract, may be brought by Advertiser more than 120 days after the occurrence giving rise to such action.
    5. Nothing in this contract shall constitute a partnership or joint venture between the parties or constitute either Advertiser or HP as the agent of the other for any purpose whatever.
    6. If any provision of this contract is amended, invalid, illegal, or unenforceable in any jurisdiction, such provision the remainder of this contract shall remain in full force and effect.