BLAHFACE, INC. ADVERTISING AGREEMENT STANDARD TERMS AND CONDITIONS PLACEMENT OF PRINT, DIGITAL AND PREPRINT ADS
Quick Summary:
The advertising partner agrees payments due and owing under this agreement shall be made by credit card, check or wire transfer to and from an account designated by advertising partner to the company from time to time, or at the company’s election, shall be made through automated clearing house (“ach”) transfers.
CORPORATE: Blahface, Inc., 8 The Green, Suite 19901, Dover, DE 19901
MAILING: Blahface, Inc., 6278 N. Federal
Hwy- Suite 582, Fort Lauderdale, FL 33308
MAIN OFFICE: 6245 N. Federal Hwy- Ste 412, Fort Lauderdale, FL
33308
(302) 235-3050 blahface.com, Contact Us
1. SCOPE
These terms and conditions govern all Orders (as defined in Section 3) for print, digital and preprint Advertising placements fulfilled by BlahFace, Inc. entity that publishes and/or distribute such Advertising (“BlahFace”). Each Order and these terms and conditions together constitute the agreement (“Agreement”) between the Advertiser (“Advertiser”) and BlahFace. The terms and conditions apply to all Orders entered into after the Effective Date above and may be updated from time to time. The terms and conditions do not apply to brand publishing projects, such as social media management, website development, or creation of Sponsored Content, Advertorial Content, or Work for Hire Content, each as defined below at Section 16.
2. TERMS
The Term of this Agreement is defined in each Order (as defined in Section 3), either expressly as “the Term” or as the timeframe of the Advertising campaign.
3. INSERTION ORDER / ORDER
Advertiser has contracted with BlahFace, Inc. for the website or distribution of Advertising as described in an Insertion Order (“IO”) or as otherwise ordered by Advertiser (non-IO order) (collectively, “Orders”). All terms and conditions of this Agreement shall apply to every website and/or distribution of an Advertisement on Advertiser’s behalf (each, an “AD”). No terms of an Order or other communication from Advertiser that contradict or are inconsistent with the terms and conditions of this Agreement shall be binding on BlahFace, unless in writing and signed by both parties.
4. REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH LAWS
Advertiser represents, warrants and covenants that (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) its performance of this Agreement will not violate any contracts with third parties; (c) all materials and digital files submitted to BlahFace (“AD Material”) do not contain any computer viruses or other damaging code; (d) all AD Material and campaigns do not violate any rights of any third parties, including but not limited to copyright, trademark, patents, trade secrets, right to privacy, right of publicity (“Intellectual Property Rights”), and civil rights; and (e) it is familiar with and all AD Materials and campaigns comply with all applicable laws, regulations, and FTC and industry guidelines, including but not limited to: local, state and federal laws regarding political Advertising and fair housing. By way of emphasis, Advertiser represents and warrants that it has obtained all necessary consents and releases before submitting AD Material, and all statements and direct and indirect claims made in each AD are accurate and true and supported by competent and reliable substantiation.
Digital Advertiser also represents, warrants, covenants and agrees that (a) its ADs and AD campaigns will comply with BlahFace privacy policy and a reasonably accepted, Online Privacy Protection Act, and the Self-Regulatory Principles for Online Behavioral Advertising and (b) its email campaigns will comply with the 2003 CAN-SPAM Act.
5. AD PREPARATION AND ACCEPTANCE FOR ALL PLACEMENTS
5.1 NO LEGAL REVIEW
BlahFace does not assume any obligations to perform legal review of ADs.
5.2 AD PREPARATION
On request, BlahFace may assist Advertiser in preparing its ADs for website. This assistance may include design, composition, text, and artwork. BlahFace retains all rights, including copyright, to all AD layouts and other elements that represent the creative effort of BlahFace or contain material prepared by BlahFace. Advertiser shall not authorize photographic or other reproduction of any such AD layout in any other website without the express written consent of BlahFace. Advertiser remains solely responsible for the contents of the AD(s) and for compliance with any laws regulating such Advertising as represented by Advertiser in Section 4 above.
5.3 AD ACCEPTANCE
Submission of an AD to BlahFace does not constitute a commitment by BlahFace to publish or distribute the AD. BlahFace accepts an AD only by publishing or distributing such AD.
5.4 AD MATERIAL DELIVERY
Failure of Advertiser to meet any deadlines may result in additional charges and changes in website, distribution dates or subject to space availability.
Advertiser shall be responsible for timely providing to BlahFace all AD Material necessary for website and distribution of the ADs, including all necessary artwork and/or digital files, the timing, and formats of which may be more specifically set forth in the Order or in BlahFace’s advertising page https://blahface.com/advertise/ or media kit. In the event that all necessary materials are not received in time for the scheduled run date, and unless otherwise specifically instructed by Advertiser, BlahFace may, at its sole discretion, use artwork or other materials from previous ADs placed by Advertiser, if applicable. BlahFace will not be responsible for AD Material that is not properly formatted or displayed or that cannot be accessed or viewed because it was not received by BlahFace in the proper form, in a timely manner, or in an acceptable technical quality for mobile or online website.
AD Materials that do not conform to the Order may result in a higher price. See Section 8.1 on Liability for Errors / Omissions / Cancellations.
BlahFace prohibits, and may postpone, cancel, or otherwise return, any AD Material that violates its Advertising standards, including but not limited to Advertising that violates applicable laws, promotes pornography, illegal goods, illegal drugs, illegal drug paraphernalia, pirated computer programs, and instructions on how to assemble or otherwise make bombs, grenades, or other weapons.
5.5 REJECTION AND ALTERATION OF ADS
To ensure the integrity of our websites and for the benefit of our readers and Advertisers, BlahFace reserves the right to revise, reclassify, edit, or reject any AD Material or any portion thereof at any time. BlahFace at all times reserves the right to refuse to publish any AD text or other content for any reason and regardless of whether any such AD Material was previously accepted by BlahFace.
BlahFace reserves the right to alter any AD Material in order for the material to conform to BlahFace’s current mechanical or technical specifications. The rates stated in the Advertising Page https://blahface.com/advertise/ order, written agreement or rate card shall remain the same upon a reduction in the size of any AD as long as the AD maintains the same proportion of the entire page. Print rates are based on column inch size rather than actual published size, which may have shrinkage related to the printing process.
5.6 POSITION REQUESTS
For print ADs, placement or location of Advertising is not guaranteed. Any specific AD placement condition shall not be legally binding upon BlahFace but will be treated as a request only and BlahFace shall not be deemed in breach of this Agreement if it does not publish or distribute an AD in a requested position.
5.7 LABELING OF ADS
When, in the opinion of BlahFace, any AD resembles news matter, such AD shall be plainly designated as Advertising by the word “Advertisement” or “Sponsored” or other such designation deemed appropriate by BlahFace.
6. AD PREPARATION, ACCEPTANCE AND OTHER TERMS FOR DIGITAL ADS ONLY
6.1 DELIVERY OF AD MATERIAL
For digital ADs, BlahFace will make final technical specifications electronically accessible to Advertiser at https://blahface.com/advertise/ . If AD Materials are delivered late, BlahFace is not required to guarantee full delivery of the IO. In cases in which the applicable IO is for share-of-voice placement or otherwise not for impression-based delivery, if AD Materials or Payment is not received by BlahFace in time for launch, the AD agreement will be canceled.
6.2 REJECTION OF ADS
BlahFace shall notify Advertiser when it rejects AD Materials due to unsatisfactory technical quality, inappropriate content, or any other reason.
6.3 REPLACEMENT OR REMOVAL OF DIGITAL ADVERTISING
Once submitted, Advertiser may replace a creative copy for ADs only with 3 business days prior written notice to BlahFace.
6.4 DIGITAL IMPRESSIONS
If Advertising is based on a specified number of impressions (CPM), an impression will be counted according to BlahFace’s standard practices. Without limiting the foregoing, an impression will be counted whenever served by BlahFace, regardless of viewability, whether served to an end user or to an intermediate or third party AD server (“Third Party AD Server”), and/or whenever BlahFace sends a request to a Third Party AD Server to serve any AD. ADs may include a link to Advertiser’s website by using the “back” button on their browser or any other standard means. In the event that Advertising is preempted, BlahFace will substitute Advertising of comparable value. Premium Lite products are sold with an impression delivery goal, but there is no guarantee that the goal will be met. In consideration for the discounted Premium Lite rate, Advertiser accepts and agrees that the number of impressions may range from 0% to 100% of the delivery goal.
6.5 DIGITAL THIRD PARTY AD SERVING AND TRACKING
BlahFace will track delivery of impressions on its websites through its AD server and, provided that BlahFace has approved in writing a Third-Party AD Server to run on its properties, Advertiser will track delivery through such Third-Party AD Server. Advertiser may not substitute the specified Third-Party AD Server without BlahFace’s prior written consent.
6.6 DIGITAL OWNERSHIP
As between the parties, BlahFace owns all right, title and interest in and to all content on the BlahFace websites (except for AD Materials) and all other content, html, and code. Nothing in this Agreement or otherwise precludes BlahFace from using any code, design, idea, concept, or material used in connection with this Agreement on behalf of itself or any third party. BlahFace owns all right, title and interest in and to any data about users of its websites. Advertiser authorizes BlahFace to bring any claims BlahFace may in its reasonable discretion choose to pursue to prevent third party use of the content or data contained in any Advertising, without Advertiser’s consent.
6.7 DIGITAL COLLECTED DATA USAGE
Provided that Advertiser complies with all applicable laws, rules and regulations, and applicable industry guidelines (including those named in Section 4 and its own privacy policy), Advertiser may use data regarding a campaign for retargeting a User (BlahFace website visitor) or appending data to a non-public profile regarding a user for purposes other than performing an insertion order, so long as it is not joined with any IO details or data that would allow identification of BlahFace or its Users. Advertiser may use Advertising performance data for internal media planning purposes only and may disclose qualitative evaluations of such data to its clients and potential clients only for the purpose of media planning and only when aggregated with other campaign data.
6.8 AD PREPARATION, ACCEPTANCE AND OTHER TERMS FOR EMAIL CAMPAIGNS ONLY
6.8.1 EMAIL CAMPAIGNS: CAN-SPAM COMPLIANCE
Pursuant to the CAN-SPAM Act of 2003, Advertiser agrees that the Advertiser will ensure that the “From” line at the time of delivery of the email AD will be accurate in all particulars and identify the person or business who initiated the message. Upon signature of the IO, Advertiser will provide BlahFace with a copy of its list of email Addresses that have opted out of receiving commercial email from Advertiser, if it has such a list.
6.8.2 EMAIL CAMPAIGNS: ADVERTISING CONTENT
Upon signature of the IO, Advertiser will provide BlahFace with images and other content it would like to include in its email AD. In the event that Advertiser does not provide all content for the AD, BlahFace’s service provider will add Additional content that the provider has the right to use for this purpose and will retain its rights in such Added content.
6.8.3 EMAIL CAMPAIGNS: APPROVAL
BlahFace will provide Advertiser with a copy of the AD to review prior to deployment of the email campaign. Advertiser must object to the AD within 2 business days, or it will be deemed approved.
6.8.4 EMAIL CAMPAIGNS: CANCELLATION POLICY
Upon receipt of a signed IO, work begins, and expenses are incurred. Therefore, IOs for commercial email campaigns cannot be cancelled once submitted.
7. FINANCIAL TERMS
7.1 RATES
This Agreement expressly incorporates the terms and conditions of any rate cards that apply to the websites in
which you have requested that ADs be placed. If there is a conflict between your Order and the rate card or the
price quoted by BlahFace, the Order will control. Unless otherwise specified in the Order, Advertiser agrees to
pay BlahFace’s published rates or agreed in writing rate in effect for applicable Advertising at the time of
placement. For Agreements that contain a dollar-value commitment, Advertiser’s rate will change as its
contract-to-date spending reaches higher levels, future Advertising will be charged at the rate corresponding to
the higher volume level, but rate changes are not applied retroactively.
Rates for Advertising appearing
within news and feature sections of BlahFace website are not tied to circulation.
7.2 PAYMENTS AND DISPUTES
7.2.1 PAYMENT
All advertisements are pre-paid month-to-month. Any different rate must have a written agreement. Large campaign Advertisers shall pay all Invoices within 15 days of Invoice date or as otherwise stated on the Invoice. “Invoice” means any electronic or paper request for payment regardless of the title of the document. Invoices may be titled “statement” or “bill.”
7.2.2 CREDIT
Credit privileges may be suspended on accounts that are not paid in accordance with terms. For prepaid accounts, payment in the form of check, or ACH must be received in Advance of space deadline from accounts that have not established credit with BlahFace. Advertisers with established credit terms wishing to pay their account on Net 15 terms, payment must be made by the due date on the Invoice. It is the Advertiser’s responsibility to Advise the BlahFace credit department immediately, via e-mail to admin@blahface.com or registered mail, of any change in business structure or status.
7.2.3 INVOICE DISPUTES
Advertiser waives any dispute regarding any item included in an Invoice unless notice and amount of such dispute is provided to BlahFace within five (5) days of the Invoice date. Send such notices in writing to admin@blahface.com.
7.2.4 LATE PAYMENT AND COLLECTIONS
Except for invoiced payments that Advertiser has successfully disputed, Advertiser shall be responsible for all costs incurred by BlahFace in connection with the collection of any amounts owing hereunder, including without limitation, collection fees, court costs and reasonable attorneys’ fees.
7.3 RATE CHANGES
BlahFace shall have the right to revise the Advertising rates set forth in this Agreement at any time upon notice to Advertiser of such rates. Advertiser may terminate this Agreement on the date the new rates become effective by giving written notice within 30 days of such termination. In the event of such termination, Advertiser shall be liable for ADs published prior to such termination at the Current Agreement Rate. “Current Agreement Rate” is defined as the billing rate in effect at the time of placement.
7.4 INSERT PRICING
For Advertising inserts distributed via insertion in BlahFace’s website and/or via BlahFace’s non-subscriber distribution program(s), quantity billed is based on the delivery quantity requirements provided by BlahFace to Advertiser. Delivery quantity requirements are based on an estimate of circulation ordered plus an estimate for non-subscriber distribution, if any, plus provision for unsold copies of the websites, and an estimated amount for shipment and machine spoilage. Website circulation is variable; therefore it is recommended that Advertiser confirm delivery quantity requirements with their Advertising sales representative just prior to ordering an AD. However, BlahFace shall not be responsible nor provide rate Adjustments for shortages or overages realized through circulation fluctuations.
7.5 NO SET-OFF
Unless otherwise agreed to by the parties, Advertiser may not set off against amounts due to BlahFace under this Agreement any amounts owed by BlahFace to Advertiser.
7.6 TAXES
All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Advertiser pursuant to this Agreement. Advertiser shall be responsible for all such charges, costs and taxes and all amounts paid and payable by BlahFace in discharge of the foregoing taxes. This provision shall survive the termination or expiration of this Agreement.
7.7 OTHER SERVICES
Except as stated otherwise, payments by Advertiser to BlahFace for services or goods other than Advertising space, inserts and color shall not be applied toward any revenue totals set forth in the Agreement.
8. Liability for Errors/Omissions/Cancellations
8.1 FOR ALL PLACEMENTS
It is Advertiser’s responsibility to check for errors in its ADs before and after website or distribution.
Advertiser shall check the first appearance of ADs for correction and BlahFace shall be liable for only one
incorrect website or distribution. BlahFace shall not be liable for any error if, at BlahFace’s option, BlahFace
subsequently publishes a corrected AD. BlahFace’s liability for an error shall not exceed the cost of space
occupied by the error.
BlahFace is not responsible for errors on copy received after deadline. BlahFace
assumes no financial responsibility for typographical errors, or for omission of copy of ADs.
Advertiser
shall be responsible for paying the rate card or media kit price for any ADs published based on AD Materials
that do not meet the criteria in the Order or media kit. For example, if the Order is for a black-and-white AD,
and Advertiser submits a color image, then BlahFace will either convert the image to black-and-white, or have
the right to use the color image in the AD, and charge Advertiser the color AD price.
BlahFace is not
responsible for errors involving Orders, cancellations or corrections given orally. Written or facsimile
confirmation of Orders, cancellations or corrections must be received prior to BlahFace’s cancellation deadline.
BlahFace will publish and distribute ADs and bill Advertiser for all Orders that are not canceled prior to the
deadline. Advertiser may be subject to a cancellation charge when such cancellation results in production
delays.
8.2 DIGITAL ONLY
Except for Premium Lite Advertising, if BlahFace is unable to display any digital AD for any reason, BlahFace shall at its option either (a) provide substitute Advertising of comparable value (“makegood”), or (b) refund to Advertiser a pro rata portion of the fee Advertiser has paid to BlahFace. In the case of Premium Lite Advertising, Advertiser accepts and agrees that it will receive neither makegood Advertising nor a refund or have any other recourse in the event that BlahFace does not reach the delivery goal or does not deliver any impressions at all. Such remedies are Advertiser’s sole remedy for BlahFace’s failure to display ADs.
8.3 PRINT ONLY
Advertiser agrees and understands that despite BlahFace’s efforts, a relatively small number of daily websites may not carry Advertiser’s AD as ordered, and that Advertiser’s AD may not appear in all digital versions of the website because Advertising does not appear in some digital copies of the website.
BlahFace’s liability for failure to publish or display any AD or distribute any AD insert shall be limited to a refund of any amount paid to BlahFace for such placement.
BlahFace’s liability for errors or omissions in print display Advertisements shall be limited to the cost of
Advertising space in an amount equal to the erroneous portion of the Advertisement. BlahFace’s liability for
errors in distribution of Advertising inserts shall be limited to the cost of distribution of the improperly
distributed Advertising inserts. BlahFace shall have no liability for, and no credit shall be issued to
Advertiser for, errors that do not materially affect the value of the Advertisement or Advertising insert or
where Advertiser is responsible for the error or omission. Credits for errors in Advertisements or Advertising
inserts materially affected by the error are allowed for the first website or distribution only.
BlahFace
assumes no responsibility for damage that occurs to mail pieces as a result of the processing and delivery
operations of the U.S. Post Office.
In the event the Advertiser has paid a premium for a particular position, damages for failure to publish in a particular position shall be limited to the refund of the premium paid. With respect to Advertising inserts, such reimbursement shall be limited to a refund of that portion of the premium associated with the portion of the Advertising inserts that were not distributed in accordance with the specific position request.
9. INDEMNIFICATIONS
Advertiser shall defend, indemnify and hold harmless BlahFace and its affiliates, subsidiaries, and their respective directors, officers, principals, managers, members, partners, shareholders, employees, and controlling persons and their affiliates (BlahFace and each such person being an “Indemnified Party”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, demands, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification (collectively, “Losses”), arising out of or resulting from its breach of this Agreement; negligence or willful act or omission of Advertiser or its personnel or affiliates in connection with its performance of its obligations under this Agreement; the content of, or representations made in any AD or any website linked to from an AD; and any other claims of any nature arising from or attributable to the website or distribution of any AD.
10. LIMITATIONS OF LIABILITY
Except with respect to Advertiser’s indemnification and confidentiality obligations, in no event will either
party be liable to the other for any consequential, incidental, indirect, exemplary, special or punitive damages
whatsoever (including damages for loss of use, revenue or profit, business interruption and loss of
information), whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of
whether such damage was foreseeable and whether or not such party has been Advised of the possibility of such
damages. In no event shall BlahFace be liable to Advertiser for any amount greater than the amount paid by
Advertiser to BlahFace under this Agreement.
BLAHFACE EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING ITS
SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTY
REGARDING (a) THE NUMBER OF PERSONS WHO WILL ACCESS ANY ONLINE ADVERTISEMENT, ON ANY BLAHFACE WEBSITE OR THE
ADVERTISER WEBSITE; (b) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM ANY ADVERTISING; AND (c) THE SPEED,
ACCESSIBILITY, OPERATION OR FUNCTIONALITY OF ANY ADVERTISING TO BE DISPLAYED ONLINE.
11. ADVERTISERS REPRESENTED BY AGENCY
Agency’s representative represents and warrants that he or she has all necessary authority to enter into this Agreement on behalf of Agency. Agency represents and warrants that it has all necessary authority to enter into this Agreement on behalf of Advertiser.
Any obligation of Advertiser pursuant to this Agreement may be satisfied by an Advertising agency which has been duly appointed by Advertiser to act on Advertiser’s behalf (the “Agency”) and shall be deemed to be an obligation of Advertiser and the Agency. Additionally, any right of Advertiser pursuant to this Agreement may be exercised by the Agency and shall be deemed to be a right of Advertiser and the Agency. Collectively, the Advertiser and Agency will be referred to as “Advertiser.” Each shall be jointly and severally liable for the obligations of the other.
Agency shall be liable for payment for all Advertising placed and invoiced by BlahFace website in which Agency places an Advertisement, regardless of any contrary language in any past, contemporaneous, or future writing, regardless of whether it receives payment from Advertiser, and regardless of whether the identity of the Agency’s client is known to BlahFace website. Agency will make available to BlahFace upon request written confirmation of the relationship between Agency and Advertiser and of Agency’s authorization to act on Advertiser’s behalf in connection with this Agreement. In Addition, upon the request of BlahFace, Agency will confirm whether Advertiser has paid to Agency in Advance funds sufficient to make payments pursuant to the Order.
12. LICENSES TO AD MATERIALS
Advertiser grants BlahFace a non-exclusive, perpetual, irrevocable and worldwide license to copy, store, display,
print and distribute any and all AD Materials provided by Advertiser or its agents, including but not limited to
photographs, artwork, text, and graphics, in any media, presently known or unknown, including but not limited to
BlahFace’s electronic websites on the Internet and in any archival retrieval system whether that information is
digitally stored or stored on any other media.
BlahFace has no obligation to return any material (including
AD Material) submitted to BlahFace by or on behalf of Advertiser to Advertiser or any other party, and BlahFace
shall have no liability for its loss or destruction. BlahFace and its service providers shall have the right to
use any AD published in or distributed by a BlahFace website for the purpose of promoting any of the products
and services of BlahFace or applicable service provider.
13 CONFIDENTIALITIES
BlahFace may disclose or make available to the Advertiser (as the “Receiving Party”) information about its business affairs and services, confidential information and materials comprising or relating to Intellectual Property Rights, third-party confidential information and other sensitive or proprietary information, as well as the terms of this Agreement including but not limited to the pricing and rates, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). The Advertiser shall from receipt/disclosure of such Confidential Information: (x) protect and safeguard the confidentiality of the BlahFace’s Confidential Information with at least the same degree of care as the Advertiser would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the BlahFace’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person, except to the Advertiser’s representatives who need to know the Confidential Information to assist the Advertiser, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Advertiser shall be responsible for any breach of this Section caused by any of its representatives or agents. At any time during or after the Term, at the BlahFace’s written request, the Advertiser and its representatives shall promptly return/destroy all Confidential Information and copies thereof that it has received under this Agreement.
14. TERMINATIONS
(a) BlahFace shall have the right to terminate this Agreement at any time, with or without notice to Advertiser, for Advertiser’s failure to remit Pre-Payment or payment for Invoices by the due date of such bills. (b) BlahFace reserves the right to review the volume of Advertising placed on a quarterly basis and to cancel the Agreement in its sole discretion if Advertising placed falls 15% or more below the quarterly average volume needed to fulfill the twelve-month Agreement amount if Advertiser has such an Agreement with BlahFace. Failure of BlahFace to review the frequency of Advertising or cancel the Agreement for any reason shall not be deemed a waiver of the right to cancel in the future or to impose any applicable rate Adjustment. (c) Subject to the terms of subsection (e) of this Section 14, Advertiser shall have the right to terminate this Agreement at any time by written notice to BlahFace. (d) BlahFace shall have the right to terminate this Agreement for any reason and at any time by written notice to Advertiser, in which event and so long as Advertiser has been meeting its revenue, volume or other commitment to BlahFace over time in a way that is consistent with Advertiser reaching its final commitment, Advertiser shall be liable for Advertising prior to such termination at the Current Agreement Rate. (e) Except for a termination under Section 7.3 above, in the event the Agreement is terminated or for any other reason Advertiser fails to purchase during the Term of the Agreement the Advertising generating the revenue, volume or other commitment due to BlahFace, Advertiser immediately shall pay to BlahFace the lesser of the following: (i) the original commitment made to BlahFace under the Agreement or (ii) an amount for all Advertising published during the Term including Advertising previously billed (“Amount Due”), Adjusted for space, inserts and color actually used. The unpaid balance of such Adjusted Amount Due shall be based upon the “Actual Rate Earned” for Advertising during the Term. The “Actual Rate Earned” is defined as the rate which would have been payable by Advertiser if the amount of Advertising actually purchased during the Term had been contracted for in the first instance, and such Actual Rate Earned shall be ascertained by reference to the applicable BlahFace rate card in effect on the date that the Advertising was published.
15. OTHER TERMS
15.1 FORCE MAJEURE
Except for payment obligations, neither party will be liable for failure to perform any obligation required under this Agreement when such failure is due to fire, flood, labor disputes or strikes, unavoidable accident, government action, legal restrictions, electronic or electrical interference, telecommunications difficulties, system failure, technical failure, equipment breakdown, failure of any third-party system or product, or any other cause beyond the control of that party.
15.2 ASSIGNMENT
Advertiser may not resell, assign, or transfer any of its rights or obligations under this Agreement without the prior written consent of BlahFace. All terms and conditions in this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted transferees, successors, and assigns.
15.3 SEVERABILITY
If any provision hereof is held invalid or unenforceable, such invalidity shall not affect the validity or operation of any other provision.
15.4 RELATIONSHIP OF PARTIES
Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment, or fiduciary relationship between the Parties. BlahFace is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party.
15.5 GOVERNING LAW & VENUE
This Agreement, including all Order documents, and all matters arising out of or relating to this Agreement, is governed by, and construed in accordance with the substantive law (excluding choice of law provisions) of the state of Delaware, USA. Both parties hereby consent to exclusive jurisdiction and venue of the state and federal courts in any county of Delaware
15.6 COMPLETE AGREEMENT, MODIFICATION, AND WAIVER
This Agreement constitutes the final, complete, and exclusive statement of the terms of the Agreement between the parties with respect to all Advertising and supersedes all prior and contemporaneous understandings or agreements of the parties, unless otherwise noted in this Agreement. This Agreement may be modified only by a written document signed by an authorized representative of both parties. Waiver of any of the terms of this Agreement by BlahFace in any instance shall not prevent BlahFace from subsequently enforcing any provision of this Agreement in accordance with its terms.
15.7 SURVIVAL
Sections 4 (Representations and Warranties; Compliance with Laws), 6.6 (Digital Ownership), 6.7 (Digital Collected Data Usage), 7.2 (Payments and Disputes), 7.5 (No Set-Off), 7.6 (Taxes), 8 (Liability for Errors / Omissions / Cancellations), 9 (Indemnification), 10 (Limitation of Liability), 11 (Advertiser Represented by Agency), 12 (License to AD Materials), 13 (Confidentiality), 14 (Termination) and 15 (Other Terms) shall survive termination or expiration of this Agreement.
16. Defined Terms – Advertising Content Not Covered by this Agreement.
16.1 “SPONSORED CONTENT”
“Sponsored Content” means content which supports a Client’s desired brand message or views but does not expressly promote sales of particular products or services. “Client” means a client of BlahFace brand publishing group.
16.2 “ADVERTORIAL CONTENT”
“Advertorial Content” means content produced by BlahFace brand publishing group for Client to directly promote
the Client’s product or service. It must be labeled as Advertising or Advertorial in a typeface that is at least
the size of the body type of the article or presentation, so as to not confuse or potentially mislead readers
into believing that is it produced by
BlahFace, Inc..
16.3 “WORK FOR HIRE CONTENT”
“Work for Hire Content” means any content produced by BlahFace brand publishing group for Client under a Work-For-Hire agreement.
Last updated November 8, 2022
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CORPORATE OFFICE INFORMATION
BLAHFACE, INC.
8 THE GREEN, SUITE 19901
DOVER, DE 19901
(302) 235-3050
BLAHFACE, INC.
6245 N. FEDERAL HWY- SUITE 412
FORT LAUDERDALE, FL 33308
(302) 235-3050