|
WOODWEB Inc. advertising terms and conditions WOODWEB Inc. agrees to use its best efforts to advertise CUSTOMER's products or services at woodweb.com. Term of Agreement: This Agreement shall have an initial term of one year or three months, whichever is specified in CUSTOMER’s invoice, and automatically shall continue for successive one year or three month renewal terms unless CUSTOMER notifies WOODWEB Inc. of nonrenewal at least ten days prior to the expiration of the initial term or any renewal term. Unpaid accrued charges shall remain payable after termination of the Agreement. WOODWEB Inc. shall have the right to terminate this agreement at any time by refund of funds on a daily-prorated basis if the advertising is discontinued during any term for which a monthly charge has been paid. Payment Terms and Billing Policies: Payment is due 30 days from the date of billing. A 10% discount may be applied to annual invoices, provided charges are paid within 30 days after the date of billing. A finance charge of 1-1/2% per month, compounded monthly, will be payable on outstanding balances over 30 days. If an overdue account remains unpaid for 90 days, WOODWEB Inc. reserves the right, in its discretion, to remove CUSTOMER's links and pages and to terminate this Agreement and CUSTOMER's account. Accounts will be reinstated (at the discretion of WOODWEB Inc.) when all past due charges have been paid, plus a reinstatement fee equal to 25% of the most recent standard monthly fee. Provided CUSTOMER's account is current, CUSTOMER shall have the right to revise its copy, display ad graphics and links on a frequency not greater than once every two months, provided that monthly charges for revisions are agreed upon by CUSTOMER and WOODWEB Inc., if necessary. WOODWEB Inc. reserves the right in its sole discretion and for any reason to reject all or part of any materials submitted for advertising. CUSTOMER understands and agrees that Internet sites are not entirely secure, and that data is subject to errors, omissions and changes. WOODWEB Inc. shall advise CUSTOMER when CUSTOMER's copy becomes accessible in the Product Directory, and CUSTOMER shall be responsible for notifying WOODWEB Inc. of any errors or omissions that have occurred or that arise later. WOODWEB Inc. agrees promptly to correct errors or omissions reported by CUSTOMER. CUSTOMER understands that due to temporary failures in the Internet communications infrastructure, there may be brief lapses in service beyond the control of WOODWEB Inc. WOODWEB Inc.'s sole liability under this agreement, whether under tort, contract, implied warranty, or any other theory, shall be limited to refunding the charges paid by CUSTOMER. WOODWEB Inc. shall not be liable for consequential, special or indirect damages. WOODWEB Inc. disclaims any warranty for unavailability or change to CUSTOMER's copy beyond WOODWEB Inc.'s control. CUSTOMER grants to WOODWEB Inc., the non-exclusive right to display and distribute CUSTOMER's copy anywhere having access to the Internet, the World Wide Web and cooperatively coupled computer and communications networks. CUSTOMER warrants that its advertising copy is free from defamatory statements, and does not violate any person's copyright, trademark, trade secret, privacy or other legally protected interest, and that the copy complies with applicable laws and regulations governing CUSTOMER's business. CUSTOMER agrees to indemnify WOODWEB Inc. and its principals and employees for any claims, damages, or loss, including attorney's fees, that arise from claims concerning CUSTOMER's advertisement or from third party transactions that result from such advertisement. CUSTOMER and WOODWEB Inc. agree to promptly notify one another of any actual or potential claims made or threatened regarding CUSTOMER's advertising copy, and to cooperate in the defense of such claim. Jurisdiction and venue for any litigation concerning the advertising copy shall lie in Susquehanna County, Pennsylvania and Pennsylvania local law shall apply.
| |||||