Website Advertising Agreement Terms and Conditions
Contract/Agreement. PenthouseLife LLC ("PENTHOUSELIFE.COM") and the property owner ("Owner") and/or the Owner's agent acting on their behalf ("Agent") (collectively referred to herein as the "Advertiser") agree that these terms and conditions govern advertisements on the PenthouseLife website and together with the Penthouse Submission comprise the entire agreement between the parties (herein referred to as the "Contract" or the "Agreement." Any other conditions, provisions, or terms of any kind appearing in writing or other communication made in connection with any such order, including without limitation those contained on or accompanying any Penthouse Submission Form, shall not be binding on PENTHOUSELIFE.COM and shall not be deemed to modify the Agreement in any manner. PENTHOUSELIFE.COM offer to publish advertisements for Advertiser is made only on the terms of the Agreement. Owner is responsible for any action taken by any Agent in connection herewith.
Paid Advertising Order; Cancellation; Fulfillment. The Contract will be binding when submitted by Advertiser and accepted by an authorized representative of PENTHOUSELIFE.COM. Advertiser may cancel this Contract, in its sole discretion and with or without cause, by giving PENTHOUSELIFE.COM at least thirty (30) days written notice (with respect to advertisements) of such cancellation. In the event of cancellation, Advertiser agrees to pay to PENTHOUSELIFE.COM, within thirty (30) days after the Contract is terminated, the unpaid balance of the Contract Price for the entire term.
PENTHOUSELIFE.COM reserves the right to cancel the Contract and remove any advertising or related links at any time, in its sole discretion, with or without cause, and PENTHOUSELIFE.COM agrees to provide notice to Advertiser promptly after exercising such right. Failure by PENTHOUSELIFE.COM to publish any requested advertisement does not constitute a breach of this Contract or otherwise entitle Advertiser to any remedy other than as specified in Section 3 below. Without limitation, PENTHOUSELIFE.COM reserves the right to refuse advertising buys from third parties that require ads to be served from that third party's servers. Except as otherwise expressly provided in the Advertising Insertion Order, positioning of advertisements within the PENTHOUSELIFE.COM site(s) or on any page is at the sole discretion of PENTHOUSELIFE.COM.
Exclusive Remedies. IN THE EVENT OF TERMINATION OR CANCELLATION OF THE CONTRACT BY ADVERTISER, OR BY PENTHOUSELIFE.COM FOR CAUSE OR FOR BREACH OF THIS AGREEMENT, ADVERTISER WILL REMAIN LIABLE FOR THE ENTIRE UNPAID BALANCE OF THE CONTRACT PRICE. IN THE EVENT OF TERMINATION OR CANCELLATION BY PENTHOUSELIFE.COM FOR REASONS OTHER THAN CAUSE OR BREACH OF THE AGREEMENT, ADVERTISER'S EXCLUSIVE REMEDIES SHALL BE (A) PENTHOUSELIFE.COM RELEASE OF ADVERTISER'S COMMITMENTS, AND (B) REFUND TO ADVERTISER OF ANY PREPAID AMOUNTS FOR WHICH PENTHOUSELIFE.COM HAS NOT PROVIDED SERVICE. PENTHOUSELIFE.COM WILL HAVE NO OTHER LIABILITY OF ANY NATURE TO ADVERTISER.
Advertiser hereby authorizes PENTHOUSELIFE.COM to use, link to and publish (as applicable), in accordance with the applicable Advertising Insertion Order(s), the entire contents and subject matter of all advertisement materials that Advertiser provides from time to time (including, without limitation, all text, graphics, and URLs).
All advertisement materials supplied to PENTHOUSELIFE.COM must comply with the then-current PENTHOUSELIFE.COM Media Kit, as updated by PENTHOUSELIFE.COM from time to time. Advertiser acknowledges that time is of the essence in providing the foregoing to PENTHOUSELIFE.COM. Advertiser hereby irrevocably authorizes PENTHOUSELIFE.COM to modify advertisements provided by Advertiser to PENTHOUSELIFE.COM so that such advertisements fit formats required for publication by PENTHOUSELIFE.COM from time to time. By way of example and not limitation, PENTHOUSELIFE.COM may convert .gif files to the FLASH format pursuant to the foregoing license.
Advertiser shall comply, at its sole expense, with all applicable national, state, and local laws and regulations, including without limitation the Federal Fair Housing Act.
Advertiser warrants and represents to PENTHOUSELIFE.COM that each Internet site linked from, or identified in, the 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.
Advertiser hereby represents and covenants that it is fully authorized to grant to PENTHOUSELIFE.COM all rights described in Section 4.a above with respect to all advertisements delivered by it to PENTHOUSELIFE.COM from time to time, and that all such materials will comply with all applicable laws, regulations and other requirements as referenced in Section 4.a. Advertiser agrees unconditionally to pay promptly when due all obligations incurred directly or indirectly in connection with any Advertising Insertion Order, including but not limited to all taxes and fees, any and all royalties or residuals which may be owing, and all accounts and other indebtedness of every kind incurred by or on behalf of Advertiser. Advertiser also agrees unconditionally, and as a joint and several liability between them, to indemnify and hold harmless PENTHOUSELIFE.COM and its affiliates, and their respective officers, agents and employees, from and against any and all claims, damages, losses, liabilities, costs and expenses (including, but not limited to, reasonable attorney's fees) suffered or incurred by reason of any claim, proceeding or suit based on or arising out the contents or subject matter of such advertisements, or any sites or materials to which they link (and including without limitation claims for defamation, violation of rights of publicity, privacy, and/or moral rights, and any type of intellectual property infringement). PENTHOUSELIFE.COM will provide reasonable cooperation to Advertiser in such defense and PENTHOUSELIFE.COM reserves the right to control any such defense in the event that PENTHOUSELIFE.COM believes that Advertiser is not effectively protecting PENTHOUSELIFE.COM rights.
Advertiser shall indemnify, defend and hold PENTHOUSELIFE.COM, its shareholders, employees and agents harmless from and against any and all claims, demands, suits, damages, liability, losses or expenses (including reasonable attorney's fees) arising out of any misrepresentation, nondisclosure, concealment, nonperformance of any purchase/sale agreement, payment of any funds to be placed in escrow or payment of any commissions by Advertiser in connection with the sale of the Property, including without limitation, the inaccuracy or incompleteness of any information provided by Advertiser for marketing Advertiser's Property on PENTHOUSELIFE.COM. PENTHOUSELIFE.COM is not responsible for any complaints made by a buyer or prospective buyer before or after possession of the Property with respect to any defects in the Property.
Advertiser represents, warrants and agrees as follows:
All persons and/or entities authorized to market and sell the Property have signed this Agreement, and the undersigned signature(s) include all person(s) and/or entities, or their duly authorized representatives, who have an ownership or Agent interest in the Property. If the individual signing this Agreement is acting in a representative capacity, such individual certifies that he or she is legally authorized to enter into this Agreement.
Advertiser understands that it will approve the Property listing prior to the listing being placed on the Site.
Advertiser understands that this Agreement does not guarantee the sale of Advertiser's Property.
Advertiser acknowledges that selling the Property may be complicated and may require professional legal assistance. Advertiser agrees to obtain such assistance, as Advertiser deems necessary.
Advertiser understands that they must comply with all applicable federal, state and local laws regarding fair housing.
Advertiser acknowledges that federal, state and local laws prohibit discrimination in the sale of property based on race, color, religion, gender, disability, familial status or national origin.
Advertiser accepts the responsibility to comply with all ordinances, regulations and statutes pertaining to Advertiser's offer for sale and sale of the Property.
Advertiser does not waive any rights guaranteed by the regulations and statutes of the State in which such rights cannot be voluntarily waived.
Advertiser waives any claim or cause of action it may have against PENTHOUSELIFE.COM, its shareholders, employees and agents arising as a result of any act or omission of PENTHOUSELIFE.COM.
Commitment; Payment. By submitting an Insertion Order for advertising to PENTHOUSELIFE.COM, Advertiser, whether Owner or Agent agree to be jointly and severally liable for all fees payable for such Insertion Order. Advertiser will pay PENTHOUSELIFE.COM all fees due under the Contract based on the payment terms specified on the Advertising Insertion Order. Each payment is due at the time of signing of the Advertising Insertion Order or on a net fifteen (15) day basis from the date of invoice, based on agreed upon terms. In addition to all other available rights and remedies, PENTHOUSELIFE.COM may cancel and remove any advertisement or redirect leads for such advertisement for any advertisement which is not paid for on a timely basis.
No Warranties; Limitation of Damages. ALL advertising IS provided without warranties of any nature, and PENTHOUSELIFE.COM HEREBY disclaims all warranties, EXPRESS, IMPLIED, or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title and noninfringement. IN NO EVENT SHALL PENTHOUSELIFE.COM 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 IN THE EVENT OF FAULT, TORT, (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY), AND EVEN IF PENTHOUSELIFE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PENTHOUSELIFE.COM BE LIABLE TO ADVERTISER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY PENTHOUSELIFE.COM FROM ADVERTISER FOR THE ADVERTISEMENT(S) AT ISSUE.
No Use of Names. Neither party will issue any press release or make any public announcement(s) relating in any way whatsoever to this Agreement or the relationship established by this Agreement without the express prior written consent of the other party, which consent shall not be unreasonably withheld, provided that PENTHOUSELIFE.COM may make informational references to advertising on PENTHOUSELIFE.COM and Advertiser's participation therein in publicity and press releases without obtaining Advertiser's consent.
Assignment. Except as set forth in these terms and conditions, neither party may resell, assign, or transfer its rights or obligations hereunder, in whole or in part, without the other party's prior written consent, except that no such consent will be required in connection with a merger, reorganization, acquisition, consolidation, or sale of all, or substantially all, of such party's assets. Any attempt to assign such rights and obligations other than as permitted herein will be null and void. These terms and conditions will inure to the benefit of and bind the parties respective successors and permitted assigns.
Governing Law; Disputes. These terms and conditions are governed by the laws of the State of Florida without regard to its conflicts of laws principles. Advertiser consents to the exclusive jurisdiction and venue of the state and federal courts sitting in Miami-Dade, Florida for all disputes arising out of or relating to the subject matter hereof. The prevailing party in any dispute concerning the subject matter hereof shall be entitled to recover its reasonable attorneys' fees and costs.
Notices. Any notice in connection with these terms and conditions will be in writing and delivered by (i) personal delivery, (ii) express courier, (iii) confirmed facsimile, (iv) confirmed e-mail, or (v) certified or registered mail, postage prepaid and return receipt requested. Notices will be deemed to be effective upon personal delivery, one (1) day after deposit with express courier, five (5) days after deposit in the mail, or upon confirmation of receipt of facsimile or e-mail. Notices will be sent to a party at its address set forth below or such other address as that party may specify in writing pursuant to this section.
No Agency. The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. These terms and conditions will not be construed to create or imply any partnership, agency, or joint venture.
Severability, Amendments, and Waiver. If for any reason a court of competent jurisdiction finds any provision or portion of these terms and conditions to be unenforceable, that provision of the terms and conditions will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these terms and conditions will continue in full force and effect. These terms and conditions may be modified, or any rights under it waived, only by a written document executed by both parties and specifically referencing these terms and conditions.
Counterparts; Facsimile. This Agreement may be executed in counterparts, both of which taken together shall constitute one single Agreement between the parties. This Agreement may also be executed via facsimile, and a facsimile copy of either party's signature shall be deemed and be enforceable as an original.