SPOT-ON PURCHASE AGREEMENT TERMS AND CONDITIONS
These terms and conditions govern Spot-On's purchase of advertising on behalf of our clients. As a Spot-On client you agree that the following terms and conditions shall govern the purchase of advertising space by Spot-On (and its employees or agents) on your behalf.
1. BILLING AND PAYMENT
(a) Payment for all orders must be made to Spot-On in cash prior to the start of the advertisement's scheduled run or "flight dates". We will not sign insertion orders on your behalf or guarantee placement of your ads until payment in full has been received by Spot-On.
Payments over $20,000 must be made by wire transfer to Spot-On. We cannot accept payment by credit card.
(b) We will send you, by email to the address you have provided, a reconciliation statement at the end of each ad flight. You have 30 days from the transmission date of that reconciliation statement to report errors to us, in writing, and to initiate resolution of any discrepancies concerning impression reporting and/or the amount charged for same. Your failure to report any such discrepancy or disagreement in writing within such time will constitute a waiver of any claim relating to such discrepancy or disagreement.
2. PRODUCTION/CREATIVE
(a) You will submit advertising material as soon as possible to ensure proper publication. Changes to instructions - or new creative - should be made in writing via email 72 hours in advance of the desired change.
(b) Different publishers have different technical specifications for their advertisements. We will do our best to make sure your production team understands the technical specifications of the publishers listed on your ad schedule. In cases of repeated submissions and repeated inability to meet publisher specificications, we may impose a fee of up to $500 for resubmission of creative art work not meeting standards or technical specifications set by the publishers listed on your ad schedule.
(c) You assume liability for all content (including text and graphics) of advertisements published and for any claims arising from them including costs associated with defending against such a claim. You warrant that all advertising material that you submit shall not infringe upon or violate any trademark, copyright, trade secret or privacy right nor shall it constitute false or misleading advertising or libel or slander against, nor violate any common law rights or any other rights of any person, firm or corporation. You agree to indemnify Spot-On, its successors, assigns, licensees, officers, directors and employees, and hold them harmless from and against any and all claims, liability, losses, damages, costs, expenses (including but not limited to attorneys' fees), judgments and penalties arising out of your breach of any warranty made by you under this Agreement.
(d) You and your agents shall comply with all federal, state and local laws and regulations applicable to any type of election campaign including the inclusion of disclaimers and other "credit" and "approved by" lines required by law in the jurisdictions where the campaign may run. Spot-On is not responsible for ensuring that your ads are legally compliant.
(f) If we receive a claim by a publisher or governmental authority that your advertisement fails to meet legal standards, we will remove the ad. We will not refund payment under these circumstances and will not resubmit ads until the concerned publishers are satisfied.
(g) We understand that you will disclose our compensation and expenses, as well as accrued but unpaid invoices, on public campaign reports. We will furnish you with detailed reports of all expenses incurred in connection with this Agreement in a timely fashion.
3. FAILURE TO PUBLISH
(a) If, due to public emergency or necessity, force majeure events, restrictions imposed by law, acts of God, labor disputes or for any other cause, including mechanical or electronic breakdowns, beyond Spot-On's control, an omission of any advertisement contracted to be carried hereunder occurs, your options include: 1) publication of the omitted ad on a substitute date suggested by Spot-On, 2) refund of your ad buy less a service charge of 10 percent of the gross amount.
(b) Although we will do our best to correct all errors, we are not liable for publishers' mistakes. In cases where publishers and online outlets fail to fulfill an advertising flight placed by us we will notify you promptly and refund the difference between purchase and spend within 60 days.
4. TERMINATION / CANCELLATION
(a) You may terminate your Agreement to purchase ads with 72 business hours (M-F, Pacific time) advance written notice sent to the following email address: advertise@spot-on.com. While we will make our best effort to terminate your ad run within 72 hours, many publishers have up to two-week cancellations policies and will hold us to those longer notices periods. Although your ads will not appear once they have been cancelled with Spot-On, we will respect those those publishers' notice requirements and bill you accordingly.
(b) If a contracted advertisement is cancelled for any reason (including delays in creative preparation or transit) after the established deadline for an ad flight start date Spot-On, at its sole and reasonable discretion, may push back the ad flight's run dates.
(c) Cancellation of online insertion orders prior to completion of the requested run will not result in pro-rated refunds.
(d) Insertion orders signed within 7 days of an election for a candidate or campaign subject to that election will NOT be covered by our refund policy. These buys are submitted at your risk and we will not be liable for failure to fulfill on the part of publishers and online outlets.
ONLINE TOWN CRIERTM FACEBOOK® APPLICATIONS TERMS AND CONDITIONS
You are responsible for propagation of the Online Town CrierTM application on the Facebook® network.
1. Payment to Spot-On in full is due before the launch of the application. The fee is non-refundable.
2. We will provide monitoring and support for the Online Town CrierTM application we build but it is your responsibility to propagate its use on the Facebook® site. We will not be liable for full or partial outages on the Facebook site or any of its sections. Nor will we be liable if the application fails to propagate for any reason.
3. You must comply with the Facebook® Terms of Service when using, deploying and propagating the application. We will not be liable for any violation of those terms by you or your agents and we will not engage, encourage or support any activity that violates Facebook®'s Terms of Service for application developers.
4. If you are found in violation of any of the Terms of Service established by Facebook® for developers or users, we have the right to terminate this Agreement immediately without further liability or responsibility to you.
Compliance
You and your agents shall comply with all federal, state and local laws applicable to any type of election campaign.
We understand that you will disclose our compensation and expenses, as well as accrued but unpaid invoices, on public campaign reports. We will furnish you with detailed invoices of all expenses incurred in connection with this Agreement in a timely fashion.
These terms and conditions shall be governed by the laws of California without regard to its choice of law rules.
ARBITRATION
You agree that disputes arising under this agreement will be submitted to binding arbitration pursuant to the rules of the American Arbitration Association in the State of California. This Agreement is entered into, and the entire transaction contemplated by this Agreement shall be carried out, in the City and County of San Francisco, California, U.S.A. You agree that any arbitration under this Agreement and the relationship and transactions entered into pursuant to this Agreement shall be conducted in San Francisco, California, U.S.A. and you further agree that proper venue for any legal action under this Agreement shall be the courts located in the City and County of San Francisco, U.S.A.
If any term or condition of this Agreement is declared invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. You agree that disputes arising under this agreement will be submitted to binding arbitration pursuant to the rules of the American Arbitration Association in the State of California. This Agreement is entered into, and the entire transaction contemplated by this Agreement shall be carried out, in the City and County of San Francisco, California, U.S.A. You agree that any arbitration under this Agreement and the relationship and transactions entered into pursuant to this Agreement shall be conducted in San Francisco, California, U.S.A. and you further agree that proper venue for any legal action under this Agreement shall be the courts located in the City and County of San Francisco, U.S.A.
If any term or condition of this Agreement is declared invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.