STANDARD TERMS AND CONDITIONS FOR EVO ADVERTISING
The following terms and conditions (the "Standard Terms") shall be deemed to be incorporated into the attached insertion order (the "Insertion Order"):
1. Terms of Payment.
Advertiser must submit completed credit application to determine terms of payment. If no credit application is submitted or the request for credits is denied by EVO Landing LLC. ("EVO") in its sole discretion, the Insertion Order must be paid in advance of the advertisement start date. Major credit cards Visa,M/C and American Express) are accepted. If EVO approves credit, Advertiser will be involved on the first day of the contract period set forth on the Insertion Order and payment shall be made to EVO within thirty (30) days from the date of Invoice ("Due Date"). Amounts paid after the Due Date shall be increased at the rate of one percent (1%) per month (or the highest rate permitted by law, if less). In the event Advertiser fails to make timely payment, Advertiser will be responsible for all reasonable expenses including attorneys' fee) incurred by EVO in collecting such amounts. EVO reserves the right to suspend performance of its obligations hereunder (or under any other agreement with Advertiser) in the event Advertiser fails to make timely payment hereunder or under any other agreement with EVO.
2. Positioning.
Except as otherwise expressly provided in the Insertion Order, positioning of advertisements within the EVO properties or on any page is at the sole discretion of EVO. EVO may, at is sole discretion, remove from the insertion order (and substitute with similar inventory) any keyword or category page that it believes to be a trademark, trade name, company name, product name or brand name belonging to or claimed by a third party.
3. Renewal.
Except as expressly set forth in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional advertising order shall be at EVO's sole discretion, pricing for any renewal period is subject to change by EVO from time to time.
4. No Assignment or Resale of Ad Space.
Advertiser may not resell, assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights shall result in immediate termination of this contract, without liability to EVO.
5. Limitation of Liability.
In the event (i) EVO fails to publish an advertisement in accordance with the schedule provided in the Insertion Order, (ii) EVO fails to deliver the number of total page views specified in the Insertion Order (if any) by the end of the specified period, or (iii) of any other failure, technical or otherwise, of such advertisement to appear as provided in the Insertion Order, the sole liability of EVO to Advertiser shall be limited to, at EVO's sole discretion, a pro rata refund of the advertising fee representing undelivered page views, placement of the
advertisement at a later time in a comparable position, or extension of the term of the Insertion Order until total page views are delivered. In no event shall EVO be responsible for any consequential, special, punitive or other damages, including without limitation, lost revenue or profits, in any way arising out of or related to the Insertion Order/Standard Terms or publication of the advertisement, even if EVO has been advised of the possibility of such damages. Without limiting the foregoing, EVO shall have no liability for any failure or transportation interruption of any kind, work slowdown or any other condition beyond the control of EVO affecting production or delivery in any manner.
6. Advertisers Representation; Indemnification.
Advertisements are accepted upon the representation that Advertiser has the right to publish the contents of the advertisement without infringing the rights of any third party and without violating any law. In consideration of such publication, Advertiser agrees, at its own expense, to indemnify, defend and hold harmless EVO, and its employees, representatives, agents and affiliates, against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by EVO in connection with any claims, administrative proceedings or criminal investigations of any kind arising out of publication of the advertisement and/or any material of Advertiser to which users can link through the advertisement (including without limitation, any claim of trademark or copyright infringement, defamation, breech of confidentiality, privacy violation, false or deceptive advertising or sales practices).
7. Provision of Advertising Materials.
Advertiser will provide all materials for the advertisement in accordance with EVO's policies in effect from time to time, including (without limitation) the manner of transmission to EVO and the lead-time prior to publication of the advertisement. EVO shall not be required to publish any advertisement that is not received in accordance with such policies and reserves the right to charge Advertiser, at the rate specified in the Insertion Order for inventory held by EVO pending receipt of acceptable materials from Advertiser which are past due. Advertiser hereby grants to EVO non-exclusive, worldwide, fully paid license to use, reproduce and display the advertisement (and the contents, trademarks and brand features contained therein) in accordance herewith.
8. Right to Reject Advertisement.
All contents of advertisements are subject to EVO's approval. EVO reserves the right to reject or cancel any advertisement, insertion order, URL link, space reservation or position commitment, at any time, for any reason whatsoever (including belief by EVO that placement of advertisement, URL link, etc., may subject EVO to criminal or civil liability).
9. Cancellations.
Except as otherwise provided in the Insertion Order, the Insertion Order is non-cancelable by Advertiser.
10. Construction.
No conditions other than those set forth in the Insertion Order on these Standard Terms shall be binding on EVO unless expressly agreed to in writing by EVO. in the event of any inconsistency between the Insertion Order and the Standard Terms, the Standard Terms shall control
11. Miscellaneous.
These Standard Terms, together with the Insertion Order, (i) shall be governed by and construed in accordance with, the laws of the State of Washington, without giving effect to principles of conflicts of laws; (ii) may be amended only by a written agreement executed by an authorized representative of each party; and (ii) constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties. Advertiser shall make no public announcement regarding the existence or content of the Insertion Order without EVO's written approval, which may be withheld at EVO's sole discretion. Both parties consent to the jurisdiction of the courts of the State of Washington with respect to any legal proceeding arising in connection with the Insertion Order/Standard Terms.
