1.
General. A deposit must be submitted to MotorCitySearch.com in advance
of initial advertising date. By submitting advertising for inclusion
on MotorCitySearch.com, advertiser/agency agrees to be bound by the
terms of this contract. No conditions other than those set forth
herein shall be binding on MotorCitySearch.com. This contract supersedes
any previous agreements between MotorCitySearch.com and advertiser/agency
relating to the subject matter set forth herein. MotorCitySearch.com's
only obligation to serve advertisements hereunder shall be to serve
advertisements of the advertiser described herein, and in no event
shall MotorCitySearch.com be obligated to serve advertisements for any
other advertiser.
2. Changes
and Cancellations. Cancellations and changes can be made via
the advertiser login. MotorCitySearch.com's advertising specifications
are accessible through the advertiser login. MotorCitySearch.com reserves
the right to change any of its advertising specifications at any
time.
4. Delivery,
Frequency and Makegood. All figures relating to the number of
advertisements served as determined by MotorCitySearch.com shall govern,
regardless of whether advertiser/agency is using the services of
a third party ad server. If MotorCitySearch.com fails to provide the
guaranteed number of impressions, MotorCitySearch.com will make good
on this contract.
6. Key Words
and Phrases. MotorCitySearch.com offers no exclusivity on keywords
or phrases. Each advertiser will be given ranking positions based
upon the bid they enter on keywords/phrases.
8. Rejections.
MotorCitySearch.com reserves the right, without liability, to reject,
omit or exclude any advertisement or to reject or terminate any
links, buttons, boxes or banners for any reason at any time, with
or without notice to the advertiser/agency, and whether or not such
advertisement, link, button, box or banner was previously acknowledged,
accepted, or published.
9. Licenses
and Indemnification. Advertiser/agency grants MotorCitySearch.com
the right to use, reproduce, publicly display and distribute advertiser's
advertisments and collateral information and warrants that advertiser/agency
has the right to grant such license. Advertiser/Agency represents
that the advertiser is the owner or is licensed to use the entire
contents and subject matter contained in its advertisements and
collateral information, including, without limitation, (a) the names
and/or pictures of persons; (b) any copyrighted material, trademarks,
service marks, logos, and/or depictions of trademarked or service
marked goods or services; and (c) any testimonials or endorsements
contained in any advertisement submitted to MotorCitySearch.com. In
addition, advertiser/agency represents that the advertiser's advertisements
and collateral information do not violate any applicable local,
state or federal law or regulation. In consideration of MotorCitySearch.com's
acceptance of such advertisements and information for publication,
the advertiser and agency will jointly and severally indemnify and
hold harmless MotorCitySearch.com and its officers, directors, shareholders,
employees, accountants, attorneys, agents, parent, affiliates, subsidiaries,
successors and assigns from and against any and all third party
claims, damages, liabilities, costs and expenses, including reasonable
legal fees and expenses, arising out of or related to: (i) advertiser/agency's
breach of any covenants, representations and warranties made therein,
(ii) MotorCitySearch.com's performance under this contract, and (iii)
the copying, printing, distributing, transmitting or publishing
of advertiser's/agency's advertisements or collateral information
by MotorCitySearch.com.
10. Limitation
of Liability. UNDER NO CIRCUMSTANCES WILL MotorCitySearch.com BE
LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING, WITHOUT LIMITATON, FOR LOST INCOME OR PROFITS, IN ANY
WAY ARISING OUT OF OR RELATED TO THIS CONTRACT, EVEN IF MotorCitySearch.com
HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
