The following terms and conditions govern the advertising services performed or to be performed by Steel House, Inc. (“Steel House”) for (“Advertiser”) and as described on any Steel House insertion order that references these Terms and Conditions and any subsequent orders, all of which are hereby incorporated (collectively, “Insertion Order”), and supersede any prior agreements or conflicting terms or conditions contained in, or provided with, the Insertion Order. These terms and conditions, together with the Insertion Order, are referred to herein as the “Agreement”.
Content
Advertiser will provide Steel House with the content of all logos, graphic files, links, or other advertising material (“Content”) to be displayed, distributed or used. Advertiser may change the Content by providing Steel House new content, and Steel House will immediately implement all such requested changes within 48 business hours of receipt. Steel House shall not, without Advertiser’s prior written instruction or consent, (i) alter or modify the Content (ii) create, publish, distribute or permit any written material (other than the Content) that makes reference to Advertiser, or (iii) make any representations, warranties or other statements concerning Advertiser, Advertiser’s products, services, website or website policies, or the Content. Each party will notify the other immediately upon discovery of any malfunctioning of the Content or any links to Advertiser’s website.
Compensation for Advertising Services.
Steel House agrees to provide the services described below in the Insertion Order (“Services”), and Advertiser agrees to pay the advertising fees listed on the Insertion Order. Payment is due in advance of campaign launch by Advertiser unless other payment arrangements are mutually agreed upon in the insertion order. Campaign will begin upon the day and time specified in the Insertion Order. The remedy for any failure to deliver advertising impressions is a make‐good that is mutually agreed upon between Steel House and the Advertiser.
Ad Serving.
The ads will be served, monitored and delivery validated by the Steel House ad delivery system, managed by the Steel House. Ad delivery data, provided by the Steel House ad delivery system, will be considered the accurate number of impressions served by both Steel House and Advertiser.
Compliance with Law.
Each party shall comply with all federal and state laws and regulations and obtain and maintain all licenses and registrations applicable to its business, the operation of its website, and any advertising or promotional activities. Steel House warrants that in providing the Services, it will comply with all applicable telemarketing, anti‐Spam, privacy and do‐not‐call laws and requirements. Each party represents and warrants that its website will not contain any lewd, obscene, pornographic, hateful, violent, defamatory or libelous content, will not violate any laws regarding unfair competition, anti‐discrimination or false advertising, and will not contain viruses, Trojan horses, worms, time bombs, or other similar harmful programming routines.
Termination on Default.
In case of default on the performance of any obligation imposed under this Agreement where the default remains uncured by the defaulting Party for ten (10) days after the non‐defaulting Party provides written notice of default, the non-defaulting Party shall have the right to terminate this Agreement.
Best Efforts / No Warranty.
The Steel House and the Advertiser agree to use their best efforts to fulfill or meet all conditions and contingencies of this contract. The Steel House and the Advertiser further agree to meet all of their performance obligations imposed under the terms of this contract.
License
Advertiser grants Steel House a revocable, non‐exclusive, non‐transferable worldwide license to use, reproduce and transmit, during the term of the Insertion Order, its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology whether currently used or which may be developed or used by it in the future (“Marks”) solely for the purpose of displaying the Content. Advertiser owns and shall retain all right, title and interest in its Marks.