ORDERS FOR ADVERTISEMENTS
All orders or other requests for advertising, whether from an advertiser ("Advertiser"), or as applicable from an advertising agency or agent on Advertiser’s behalf ("Agency"), are governed by these standard terms and conditions. No other conditions, provisions, or terms of any sort appearing in any writings or other communications made in connection with such orders, including without limitation, those contained on or accompanying checks or other forms of payment, shall be binding on SIMPLEROBB.COM MARKETING whether in conflict with or in addition to these standard terms and conditions. Orders that quote rates that vary from the rates listed in the accompanying Insertion Order card shall not be binding on SIMPLEROBB.COM MARKETING, and shall be deemed requests for advertising at then-current rates. Orders are binding on Advertiser and Agency and not subject to cancellation, except as provided below under Cancellation.
ACCEPTANCE
SIMPLEROBB.COM MARKETING’s offer to publish advertisements for Advertiser or Agency is made on these standard terms and conditions only, and the placement or other communication of an order for advertising with SIMPLEROBB.COM MARKETING shall constitute Advertiser’s and Agency’s unconditional acceptance of these standard terms and conditions; no acceptance shall be effective until it is received by SIMPLEROBB.COM MARKETING. SIMPLEROBB.COM MARKETING reserves the right not to publish any advertising at any time in its sole discretion. Failure by SIMPLEROBB.COM MARKETING to publish any requested advertisement does not constitute a breach of contract or otherwise entitle Advertiser or Agent to any legal remedy.
CANCELLATION
Advertiser or Agency may cancel any advertisement ordered at any time after the first thirty (30) days of the campaign on fourteen (14) days’ advance written notice to SIMPLEROBB.COM MARKETING. Notwithstanding the foregoing, Advertiser or Agency may not cancel a sponsorship that is scheduled to run for three (3) months or less. In the event of such cancellation of any advertising or sponsorship, all discounts for volume and length of purchase (i.e., the discounts identified in the Insertion Order) previously granted shall be rescinded, the price applicable to any delivered impressions shall be adjusted to SIMPLEROBB.COM MARKETING’s then-current full rate card price, and Advertiser and/or Agency shall pay to SIMPLEROBB.COM MARKETING, within thirty (30) days after the advertisement is terminated, all amounts not yet paid (as determined in accordance with the higher price calculation) for such impressions delivered. SIMPLEROBB.COM MARKETING may cancel any advertisement at any time, with or without cause, upon notice to Advertiser and/or Agency. In the event of such cancellation by SIMPLEROBB.COM MARKETING, advertiser’s and agency’s sole remedy will be a refund of any pre-paid fees in excess of the fees owed to SIMPLEROBB.COM MARKETING for the impressions delivered prior to cancellation and within thirty (30) days after SIMPLEROBB.COM MARKETING’s notice of cancellation. In the event that impressions are not the relevant standard herein, advertiser’s and agency’s sole remedy will be a pro-rated refund for the period of time beyond thirty (30) days after cancellation. This release of advertiser’s and/or agency’s commitment is advertiser’s and agency’s sole remedy and SIMPLEROBB.COM MARKETING shall have no other liability of any nature to advertiser or agency.
RESPONSIBILITY FOR ADVERTISEMENTS
Each of Advertiser and Agency represent and warrant to SIMPLEROBB.COM MARKETING that it is fully authorized to use and publish the entire contents and subject matter of all requested advertisements (including, without limitation, all text, graphics, video, voice, audio, data, music, URLs, and sites to which URLs are linked), and that all such materials will comply with all applicable laws and regulations. No advertisement shall contain any X-rated, obscene, libelous, defamatory, or otherwise unlawful material, any promotion of drug-related paraphernalia, cigarettes, or any materials dangerous to the public (i.e., bomb making instructions). In consideration of the publication of advertisements, Advertiser and Agency jointly and severally agree unconditionally to indemnify and hold harmless SIMPLEROBB.COM MARKETING and its affiliates, and their respective officers, agents and employees, from and against any and all loss, liability and expense (including reasonable attorneys' fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising in connection with 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.
POSITIONING AND STYLE
Except as otherwise specified by SIMPLEROBB.COM MARKETING, all order provisions regarding positioning of advertisements shall be treated as requests, which requests shall be fulfilled at SIMPLEROBB.COM MARKETING’s sole discretion. SimpleRobb, Inc may modify the look and feel of its web sites; such modifications and any corresponding changes concerning advertisement placement, shall not constitute a breach of this Agreement. SIMPLEROBB.COM MARKETING may in its sole discretion label any advertisement as an "advertisement" for clarification.
LINKS TO INTERNET SITES
Advertiser and Agency each warrant and represent to SIMPLEROBB.COM MARKETING that each Internet site identified by URLs in advertisements: (i) is controlled by Advertiser and operated by Advertiser and/or its independent contractors, (ii) will be functional and accessible at all times, and (iii) is in compliance with all applicable laws and regulations, and suitable in all respects to be linked to from the applicable site containing the advertisement. SIMPLEROBB.COM MARKETING may test Advertiser’s URLs, and in SIMPLEROBB.COM MARKETING’s sole discretion may remove any URLs at any time that fail to comply with the above requirements
COMMITMENT; PAYMENT TERMS
By submitting an order for advertising to SIMPLEROBB.COM MARKETING, Advertiser and Agency agree to be jointly and severally liable for the cost of such order. Advertiser and/or Agency will pay SIMPLEROBB.COM MARKETING the total fee due hereunder in equal payments allocated over the number of months the advertisement is to run. Each payment is due by each monthly anniversary of the date on which the first impression is delivered. All unpaid advertising fees shall accrue interest at the rate of 1½% per month until paid, or the legal maximum, whichever is less. In addition to all other available rights and remedies, SIMPLEROBB.COM MARKETING may cancel and remove any advertisement which is not paid for on a timely basis.
COUNTS; THIRD PARTY SERVINGS
SIMPLEROBB.COM MARKETING counts advertisements delivered based on advertisements request/insertion, and SIMPLEROBB.COM MARKETING will issue any tracking reports on that basis. SIMPLEROBB.COM MARKETING reserves the right to refuse advertising buys from third parties that require advertisements to be served and measured from that third party’s servers. Disclaimer of warranty and liability; no damages: all services provided to advertiser and/or agency that are the subject of these terms and conditions are provided without warranties of any nature, and SIMPLEROBB.COM MARKETING disclaims all warranties, express or implied, including without limitation any implied warranties of merchantability and fitness for a particular purpose. In no event shall SIMPLEROBB.COM MARKETING 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 SIMPLEROBB.COM MARKETING has been advised of the possibility of such damages. In no event shall SIMPLEROBB.COM MARKETING be liable to advertiser and/or agency for an amount in excess of the total dollar amount actually received by SIMPLEROBB.COM MARKETING from advertiser and/or agency for the advertisement(s) at issue.
NO USE OF SIMPLEROBB, INC., NAME
Each of the Advertiser and Agency agree not to make any promotional or merchandising references to SimpleRobb, Inc., any of its products or services, or its affiliated companies in any way except with the express written permission of SimpleRobb, Inc., for each such use.
GENERAL PROVISIONS
These terms and conditions are governed by the laws of the State of New York, USA, applicable to agreements made and performed entirely in New York. Advertiser and Agency consent to the exclusive jurisdiction and venue of courts in New York County, New York for all disputes arising out of or relating to the subject matter hereof. No joint venture, partnership, employment, or agency relationship exists between Advertiser and/or Agency and SIMPLEROBB.COM MARKETING. SIMPLEROBB.COM MARKETING shall not be deemed to have waived or modified any of these terms and conditions except by a writing signed by its duly authorized representative. Neither Advertiser nor Agency may assign its rights hereunder to any third party unless SIMPLEROBB.COM MARKETING expressly consents to such assignment in writing. In the event that any provision of these standard terms and conditions is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions shall remain valid and enforceable, and the unenforceable provisions shall be deemed modified to the extent necessary to make them enforceable. Unless specifically stated otherwise, the applicable territory for the advertising shall be the United States version of the SimpleRobb, Inc. Web Sites only. SIMPLEROBB.COM MARKETING may send electronic mail to Advertiser and/or Agency for any notices or notifications. All notices to SIMPLEROBB.COM MARKETING relating to any legal claims or matters must be made in writing to SimpleRobb, Inc., 249-24 145th Avenue, Rosedale, NY, 11422, Attention: Advertising Program, with a copy to SIMPLEROBB.COM MARKETING, same address, Attention: Legal Claims.
