These Advertiser Terms and Conditions (the “Agreement”) governs your relationship with GetRestaurantCoupons.com (GRC). By advertising with (GRC), you (the “Business”, “your” or “you”) hereby agree to be bound by the terms and conditions of the Agreement set forth below.
1. Term and Termination
This Agreement shall begin on the date set forth on your Enrollment Form and continue for the term identified therein (the “Term”). Thereafter the Term shall renew for successive one (1) year periods (each a “Renewal Term”). Advertiser may not cancel agreement once he/she signs a contract because of the amount of set up time GetRestaurantCoupons.com invests into each advertisement. GRC may terminate the Agreement at any time for any or no reason by providing Business written notice of such termination in accordance with the terms of this Agreement. GRC may terminate the Agreement due to your breach thereof, you shall pay GRC the full amount due. Payment is due and payable immediately upon termination.
2. Business’ Advertising with GRC
GRC reserves the right to modify any elements of Business’ advertising, including placement, size, format, text or any other elements and to move the listing within the directory listing categories on GRC web site. GRC also reserves the right not to display, or to remove, any of Business’ advertising on the GRC web site or a GRC distribution partner web site, in accordance with GRC advertising guidelines, and subject to inventory availability and GRC normal course of business. GRC may at its sole discretion (i) distribute Business’ advertising through GRC third party distribution partners and (ii) include Business’ advertising in GRC search engine marketing program. GRC reserves the right to include an image, from GRC proprietary image gallery, into Business’ advertising. Business may elect to remove such image at any time by notifying GRC and/or accessing Business’ account. Business also grants GRC an irrevocable (during the term of this Agreement) right and license to copy, display and modify Business’ logo and/or trademark for inclusion on Business’ advertising on the GRC web site and the web sites of GRC distribution partners, as well as for use in GRC marketing or promotional materials, online postings, emails, or other media, and you agree that you shall not be entitled to payment associated with GRC use of the foregoing.
Business’ that do not take advantage of the current prepay advertising promotion will be billed monthly. Charges will occur monthly at the end of each 30 day billing cycle, and you agree that payment will be made by GRC initiating an ACH transfer or processing your credit card. Business’ will be responsible for any charges or other commitments set forth in the Enrollment Form or that you otherwise agree to. The above fees shall continue to accrue during the Term of the Agreement. Accounts more than thirty (30) days past due may, at GRC discretion, incur a $35 late fee and Business shall be liable for its entire outstanding balance and shall reimburse GRC for all costs incurred related to any attempted recovery thereof, including but not limited to reasonable attorney fees, and any costs of collection agencies. In addition, GRC may charge Business interest on a monthly basis equal to twelve percent (12%) per annum for invoices not paid within sixty (60) days from the date thereof. Business understands and agrees that non-payment of invoices in two consecutive billing periods will be deemed to be breach of this Agreement allowing GRC to cancel Business’ account at its sole discretion and requiring Business to pay the amounts that would have been due for the remainder of the Term as further described above.
4. Business’ Representations and Warranties
Business represents and warrants to GRC that (i) Business owns all artwork, text, trademarks, business names and/or other materials that it provides to GRC (“Business’ Content”), and none of the Business’ Content shall infringe upon the intellectual property rights of any third party; (ii) Business’ performance hereunder will not cause a material breach of any agreement to which it is a party; (iii) Business has the right and authority to enter into this Agreement and perform the obligations herein; (iv) Business will at all times comply with all applicable laws and regulations; and (v) Business will not provide GRC, and Business’ web site does not contain, any content that is obscene, pornographic or otherwise offensive in nature. if Business represents on the Enrollment Form that it is not enrolled in a search engine marketing campaign with a third party, Business agrees that it will not enroll with a third party’s search engine marketing program during the Term of the Agreement.
Business shall fully protect, indemnify and defend GRC and all of its agents, officers, suppliers, partners, and employees (“Indemnified Parties”) and hold each of them harmless from and against any and all claims, demands, liens, damages, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state or federal laws or regulations, property damage, attorney fees and court costs, based upon or arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to (i) any breach of Business’ representations, warranties, or obligations as provided in this Agreement, and (ii) Business’ advertising, products or services, or the provision thereof to consumers, Business’ web site, and any Business Content and any video or audio content submitted to GRC by Business, regardless of cause or of any fault or negligence of GRC or the indemnified parties and without regard to cause or to any concurrent or contributing fault, strict liability or negligence, whether sole, joint or concurrent, active or passive by GRC or the indemnified parties.
6. Agencies and/or Third Party Advertisers
If Business executes an Enrollment Form on behalf of a third party advertiser as an agency, Business hereby represents and warrants to GRC that such third party advertiser (“Third Party Advertiser”) is contractually bound by the terms of this Agreement and as such is subject to all obligations and restrictions applicable to Business hereunder and all representations and warranties made by Business hereunder. In furtherance of the foregoing, Business agrees to indemnify, defend and hold harmless GRC, its subsidiaries, affiliates, agents, partners, officers, employees, and vendors and suppliers from and against any loss, cost, claim, injury or damage (including attorney fees) resulting from claims or actions arising out of or in connection with a breach of this Agreement by any Third Party Advertiser.
7. Limitation of Liability
IN NO EVENT WILL GRC BE LIABLE TO BUSINESS FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF GRC TO BUSINESS EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY BUSINESS TO GRC DURING THE PROCEEDING SIX (6) MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM.
8. Disclaimer of Warranties and Guarantees
Business acknowledges and agrees that GRC services are provided to Business on an “AS IS” basis, and GRC disclaims any and all express or implied warranties, including but not limited to any warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law, furthermore, to the fullest extent permitted by law, GRC disclaims all warranties and guarantees regarding an advertisement positioning, number of impressions. or coupon redemption from GRC web site.
9. Other Terms
The Terms of the Agreement and the Enrollment Form may be changed by GRC from time to time, and any notices hereunder shall be made, by providing you with email or written notice, or by posting any such changes on the GRC web site, and you agree to be bound by any changes. Business acknowledges and agrees that GRC may from time to time send surveys and other marketing-related correspondence to Business via electronic or standard mail, and that Business may opt-out from receiving such correspondence in the future, In addition, Business agrees that it is required to maintain a current and operational email address on file with GRC. Business will be liable for any attorney fees and costs if GRC takes any legal action to enforce this Agreement. The laws of the State of California (excluding the laws and principles with respect to conflicts of law) govern this Agreement. You hereby consent and agree that the state or federal courts in Los Angeles, California are the exclusive forum for litigation of any claim by you arising under this Agreement, and hereby irrevocably waive and relinquish any right to bring, or cause to be brought, any such action, or to have any such action brought, in any judicial or administrative forum outside Los Angeles, California.
I ACKNOWLEDGE UPON SIGNING THIS AGREEMENT THAT I HAVE READ IT AND HAVE NOT RELIED UPON ANY STATEMENTS, PROMISES OR REPRESENTATIONS OTHER THAN THAT CONTAINED HEREIN AND ACKNOWLEDGE RECEIPT OF COPY OF THIS ADVERTISING AGREEMENT.