GM Enthusiast Network (GME) reserves the right to hold Advertiser and its authorized advertising agent jointly and severally liable for any and all amounts owed. If payments are not made in a timely manner, GME, at its option, may terminate this Agreement immediately.
COMMITMENT TO FULFILLING TERMS OF AGREEMENT: Advertisers and/or its agencies understand that all discounts given are based on the Advertiser's commitment to fulfilling the Agreement. If, for any reason, this frequency is not met by the time of expiration or cancellation of the Contract, Advertiser agrees to pay a short rate charge on all ads run based on the applicable rate card for the actual frequency completed.
RIGHT TO REFUSE UNACCEPTABLE ADVERTISING: GME reserves the right to refuse any advertisement banner that does not completely conform to every detail. Due to a large number of minors visiting j-body.org, GME does not accept advertising from companies that produce or provide tobacco, alcohol, or pornographic products or services (which GME shall have complete discretion to define), or their subsidiaries, or foundations funded by such companies whose function is to improve acceptance of such products by the public. This Agreement is voidable by GME immediately if Advertiser fails to disclose (or conceals or misrepresents) any involvement with tobacco, alcohol, or pornographic products or services. In addition, GME may in its complete discretion refuse the use of any other advertising that it deems appropriate.
USAGE STATISTICS: GME MAKES NO GUARANTEE THAT USAGE STATISTICS WILL BE EQUAL TO ANY PUBLISHED NUMBERS AT ANY GIVEN TIME. GME SHALL NOT BE HELD LIABLE FOR ANY CLAIMS AS THEY RELATE TO SAID USAGE STATISTICS.
TRUTH IN ADVERTISING / INDEMNIFICATION FOR LIABILITY: Advertiser is solely responsible for any legal liability arising out of or relating to (1) the Advertisement, and/or (2) any material to which users can link through the Advertisement. Advertiser represents and warrants that the Advertisement and Link comply with GME's advertising standards; and that it holds the necessary rights to permit the use of the Advertisement and Link by GME for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of the Advertisement will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity. Advertiser agrees to indemnify GME and to hold GME harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by GME, arising out of or related to Advertiser's breach of any of the foregoing representations and warranties. Advertiser agrees to request that GME be listed as an additional insured on any policy issued to Advertiser pursuant to which there could be coverage for any of the forms of legal liability described in this paragraph.
LIMITATION ON DAMAGES: IN NO EVENT WILL GME BE LIABLE TO ADVERTISER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT GME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
ASSIGNMENT: Advertiser may not assign this agreement, in whole or in part, without GME's written consent. Any attempt to assign this Agreement without such consent will be null and void.
GOVERNING LAW: This Agreement will be governed by and construed in accordance with the laws of the State of California.
ENTIRE AGREEMENT: This Agreement and any and all exhibits and attachments are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter, provided that all pricing will be governed by GME's rate card, whether printed on paper or electronically. The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any purchase order. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. GME may change this agreement at any time without notice.