Terms & Conditions
Merchant must pay 100% of the cost of their advertisement in advance before their advertisement will be placed. All moneys, ad copy, and ad changes are due by the publishing due date. The undersigned hereby agrees to the aforesaid policies, the below stated Terms and Conditions and further agrees to pay the cost of advertising in accordance with said policies.
Merchant agrees to protect and indemnify Trafficstop.com, Inc., its agents, officers, directors, employers, shareholders and assigns against any and all liability, loss, or expenses including all attorney’s fees and court costs arising from claims for libel, unfair competition, unfair trade practice, infringement of trademarks, trade names or patents, violation of rights of privacy and infringement of copyrights and proprietary rights resulting from the publication by Trafficstop.com, Inc. Saving Certificates booklet.
Trafficstop.com, Inc., in its sole discretion, which is not required to be reasonable, reserves the right to reject proposed coupon or advertising for any reason or no reason at all.
Copy and proof deadlines must be met to ensure publication. Proofs, when submitted, will be reviewed for typographical corrections only. If Merchant has provided Trafficstop.com with copy for a coupon or advertisement, Trafficstop.com is hereby authorized to continue to use such coupon or advertisement throughout the term of this Agreement, including any renewals, unless Merchant provides notice toTrafficstop.com, in writing of a different copy, coupon or advertisement. Upon receipt of a different copy, coupon or advertisement, Trafficstop.com shall use the new copy, coupon or advertisement in its next Saving Certificates booklet, provide the copy and/or proof deadline for the upcoming booklet has not passed, in which case the new copy, coupon or advertisement, shall be used in the following booklet.
The term of this Agreement shall commence upon the execution of this Agreement and extend until December31, 2015. Thereafter, the term of this Agreement shall renewal automatically, for an additional twelve (12) months, unless cancelled in writing by either party.Trafficstop.com shall have the right to cancel this agreement, at any time during the term or any renewals, upon five (5) days written notice. Merchant shall have the right to terminate this agreement after December 31, 2015, upon sixty (60) days written notice to Trafficstop.com.
All accounts are due and fully payable upon receipt of the bill. Accounts having a balance more than 30 days past due will be charged 1.5% on the unpaid balance (a minimum of $3.00).
Accounts unpaid after 60 days will be refused advertising until the past due balance is paid in full. This agreement shall be governed by the laws of the State of Illinois. In any litigation arising from this agreement, venue shall be in DuPage County, Illinois. In any litigation arising from this agreement, the prevailing party shall recover reasonable attorney’s fees and court costs from the non-prevailing party.
Neither party shall be liable to the other party for failing to perform its obligations under this Agreement because of circumstances beyond the control of such party. Such circumstances shall include, but not be limited to, any acts or omissions of any government or governmental authority, natural disaster, act of a public enemy, riot, sabotage, disputes or differences with workmen, acts of terrorism, power failure, delays in transportation or deliveries of supplies or materials, acts of God, or any events reasonably beyond the control of such party.
Merchant shall indemnify, defend and holdTrafficstop.com, Inc. harmless against any liability to third parties arising from or in connection with a violation of any trade secret, proprietary information, copyright, trademark or patent rights caused by Merchant in connection with development of the Program. This Section shall survive termination of this Agreement. Nothing herein shall be construed as creating partnership, employment relationship, or agency relationship between the parties, or as authorizing either party to act as agent for the other. Each party maintains its separate identity.
Assignments of rights hereunder by Merchant without the prior written consent of the other party shall be void.