1. CelebrateBoston's (the "Publisher") offer to publish advertisements for Advertiser is made on these Terms and Conditions only and the placement of advertising by Publisher constitutes Advertiser's unconditional acceptance of these Terms and Conditions. Failure by CelebrateBoston to publish any advertisement does not constitute a breach of contract or otherwise entitle Advertiser to any legal remedy.
2. In the event of conflict between Terms and Conditions herein and an Insertion Order, Terms and Conditions shall govern.
3. All references herein to Advertiser include Advertiser's Agency, if a conflict arises with Publisher's terms and conditions, rate sheet, advertisement specifications, or content policies, Advertiser and its Agency shall be jointly and severally liable for obligations governed herein.
4. Publisher will not be bound by any condition appearing on Insertion Orders or copy instructions submitted by or on behalf of the Advertiser when such condition conflicts with any provision contained in Publisher's terms and conditions, rate sheet, advertisement specifications, or content policies.
5. ALL SERVICES, INCLUDING ERRORS AND OMISSIONS, PROVIDED TO ADVERTISER UNDER THESE TERMS AND CONDITIONS ARE PROVIDED WITHOUT WARRANTIES OF ANY NATURE, AND CELEBRATEBOSTON AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER CELEBRATEBOSTON OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, AND THE LIKE, EVEN IF CELEBRATEBOSTON OR ANY AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CELEBRATEBOSTON OR ANY OF ITS AFFILIATES BE LIABLE TO ADVERTISER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY CELEBRATEBOSTON FROM ADVERTISER FOR THE ADVERTISEMENT AT ISSUE.
6. Advertiser represents, warrants and covenants to Publisher that at all times: (a) it is fully authorized and licensed to publish the entire contents and subject matter of all requested advertisements, including, without limitation, text, trademarks, service marks, copyrighted, proprietary, or otherwise private material, names, and/or pictures of persons, living or dead, or of places or things, graphics, URLs, and internet sites to which URLs are linked; (b) all such materials and internet sites comply with all applicable laws and regulations and do not violate the rights, including, but not limited to, intellectual property rights, of any third party; (c) it has the full corporate rights, power and authority to enter into an Insertion Order and to perform the acts required of it herein, and its execution of this Insertion Order does not and will not violate any agreement to which it is a party or by which it is otherwise bound, or any applicable law, rule or regulation; and (d) each such internet site is controlled by Advertiser and operated by Advertiser is functional and accessible at all times, and is suitable in all respects to be linked to from the applicable site containing the advertisement. Advertiser agrees unconditionally to indemnify and hold harmless Publisher and its affiliates, and their respective officers, agents and employees, from and against any and all loss, liability and expense, including attorneys' fees, suffered or incurred by reason of any claims, proceedings or suits based on or arising out of the contents or subject matter of such advertisements, including, without limitation, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, and trademark infringement and/or a breach by Advertiser of any representation, warranty or obligation to be performed by Advertiser.
7. If an advertisement includes sweepstakes, contests, email distribution and/or other promotional elements which are managed either by the Advertiser or by the Publisher on behalf of the Advertiser, the Advertiser also agrees to indemnify and save harmless Publisher against any and all losses arising out of the publication, use or distribution of any materials, products, prizes, or services related to all such promotional elements provided by the Advertiser including, without limitation, those arising from any Claims. The Advertiser agrees to and does indemnify and save harmless Publisher from all Loss, damage, and liability growing out of the failure of any sweepstakes or contest published be in compliance and conformity with any and all laws, orders, ordinances, and statutes of the United states, or any of the states or subdivisions thereof.
8. All Insertion Orders accepted by Publisher are subject to acts of God, fires, accidents, or other occurrences beyond Publisher's control, whether or not listed herein, that prevent Publisher from partially or completely publishing or distributing advertisement.
9. Advertiser and Publisher agree that the details contained on orders will be treated as confidential or proprietary information and will not be disclosed to third parties.
10. Advertiser and Publisher may not issue any press release or make any public announcement relating in any way to the Insertion Order or the relationship established by the Insertion Order without prior written consent of the other party.
11. All Advertisers or Advertiser's Agencies must supply Publisher with a legal street address and not a post office box.
12. All issues related to advertising will be governed by the laws of the State of New Hampshire, USA, applicable to contracts to be performed entirely therein. Any action brought by Advertiser against Publisher relating to advertising must be brought in the state or federal courts in New Hampshire and the parties hereby consent to the jurisdiction of such courts.
13. Publisher reserves the right to decline, reject, or cancel any advertisement for any reason at any time without liability, even if previously acknowledged or accepted.
14. All advertisements will be approved by Publisher. If Advertiser changes advertisement after approval, it will be taken offline until changes are reviewed by Publisher. Advertiser publishing time does not pause during such review.
15. All advertising material submitted by Advertiser to Publisher must comply with the advertising criteria and specifications located at www.celebrateboston.com/advertise/specifications.htm including content limitations, decency standards, technical specifications, and due dates.
16. Prohibited content for advertising includes: pornography, adult or mature content, violent content, racial intolerant content, advocacy against any individual, group or organization, profanity, hacking or cracking information, gambling or casino related content, illegal drugs or paraphernalia content, sales of beer or alcohol, sales of tobacco or tobacco related products, sales of prescription drugs, sales of weapons or ammunition, sales or distribution of coursework or student essays, and any other content that is illegal, promotes illegal activity or infringes on the legal rights of others.
17. A copy of any proposed advertisement must be submitted to Publisher ten (10) days before closing date. In no event shall Publisher be responsible for any errors or omissions in, or the production quality, of any furnished advertisement.
18. If advertising materials are submitted late, Advertiser is still responsible for media purchased.
19. Insertion time in months, size of space, and web page location must accompany all Insertion Orders and are binding on Advertiser upon receipt by Publisher.
20. Advertiser will conspicuously label proposed advertisement with words such as "advertisement" in copy material provided to Publisher.
21. Publisher may label any advertisement published as an "advertisement" at its sole discretion.
22. Publisher may place any advertisement published within a border at its sole discretion.
23. Advertiser Insertion Orders that do not specify a Publisher web page location for publishing are subject to the right of Publisher to determine actual web page location.
24. Advertiser Insertion Orders that do not specify a Publisher intra-page location are subject to the right of Publisher to determine actual intra-page location.
25. Advertisements received by Publisher in a non-standard size in error are subject to the right of Publisher to re-size to nearest standard size.
26. Advertisements that simulate Publisher content in appearance or style, or that are not readily identifiable as advertisements, are not accepted.
28. Advertisements will be removed from the internet immediately after last use without liability.
29. Advertiser is liable for all costs set forth in each Insertion Order. Publisher will invoice Advertiser for such costs, and payment is due within thirty (30) days of invoice.
30. Advertiser agrees to pay the amount of invoices rendered by Publisher within the time specified on the invoice.
31. Unpaid advertising fees shall accrue interest at the rate of 1-1/2% per month, or the legal maximum, whichever is less, until paid. Publisher may cancel and immediately remove any advertisement which is not paid for on a timely basis.
32. Advertiser agrees to reimburse Publisher for its attorney's costs and fees in collecting any unpaid billings for advertisements.
33. Rates, conditions, space units, and Publisher web page locations are subject to change without notice.
34. All new Advertisers must either remit payment with Insertion Order, or furnish satisfactory credit references, subject to Publisher's discretion and credit approval of Advertiser.
35. Any discounts are applicable only during the period in which they are earned.
36. If any advertisement is canceled by Advertiser, no refund for unused insertion time will be given by Publisher.
37. If any advertisement is canceled by Publisher, no refund for unused insertion time will be given by Publisher.