Advertiser Agreement Terms and Conditions
Advertiser Agreement Terms and Conditions
The following Terms and Conditions govern Insertion Order agreements between The Outdoor Journal LLC (“TOJ”) with registered address at 1580 Cress Ct., Boulder, CO 80304 (“TOJ”) and Advertiser company (“Advertiser “)(both parties are collectively referred to herein as “the Parties“).
Whereas TOJ operates a media website and online outdoor travel booking platform (collectively, the “TOJ Media”).
Whereas Advertiser hereby agrees to act as a sponsorship partner of TOJ and shall pay to TOJ the amount specified in the Insertion Order, which contains a link to these governing Terms and Conditions, in exchange for the rights in the Advertiser Agreement, set out herein.
Now, therefore, the Parties agree as follows:
- The Advertiser Package
- TOJ and Advertiser will provide deliverables within the timeframe mutually agreed by the parties in the Insertion Order, incorporated by reference. SPONSOR will abide by TOJ’s editorial guidelines, made available at https://www.outdoorjournal.com/contribute/.
- In consideration of the services and benefits provided by TOJ to Advertiser under the terms of the Insertion Order, Advertiser shall pay to TOJ the agreed to Advertiser Fee to TOJ within thirty (30) days of receipt of a valid invoice from TOJ.
- Neither party shall be liable for any delay or failure to perform any of its obligations under this Agreement if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and a party affected by such events shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
- Nothing in this Agreement shall exclude the parties’ liability to each other for fraud; death or personal injury caused by its negligence or any liability to the extent the same may not be excluded or limited as a matter of law. Notwithstanding the terms of this Agreement, neither party shall be liable for any indirect, special, incidental or consequential losses of any kind arising under, or in connection with, this Agreement provided that neither party excludes or limits its liability for death or personal injury arising from its negligence, or for fraud, or for any other liability the exclusion or limitation of which is prohibited by law. The aggregate liability of any party in respect of any loss or damage suffered by the other party and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the total Advertiser Fee payable by Advertiser under this Agreement.
- Term, Review and Renewal
- This agreement shall commence on the date of signing of the Insertion Order and shall remain in full force and effect until one year of that date (the “Term”), at which time it will terminate, unless renewed by mutual agreement of the Parties, signed in writing. Notwithstanding the foregoing, TOJ may continue to include the Advertiser’s logo on the Advertiser Content indefinitely.
Each Party shall keep confidential the details of this Advertiser Agreement together with all confidential information concerning the business and affairs of the other Party which may come into its possession during the performance of its obligations under this Agreement. Neither Party will reveal the content of this Agreement or any other confidential information without the express prior written consent of the other Party. This clause shall survive the termination of this Advertiser Agreement for any reason whatsoever.
- Applicable Law – Jurisdiction
This Advertiser Agreement shall be governed by and construed in accordance with laws of the State of Colorado. Each of the Parties irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Colorado.
Any amendments to the term and conditions set out in this agreement will only be valid if set out in writing in a document signed by both Parties.
Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with any merger, consolidation, reorganization, sale of all or substantially all of its related assets or similar transaction or as otherwise permitted in this Agreement. Subject to this limitation, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
SPONSOR Trademark License
Subject to the terms and conditions outlined herein, Advertiser grants TOJ a non-exclusive, non-transferable, non-assignable, revocable right and license to use the Advertiser Mark provided by Advertiser to TOJ (the “SPONSOR Mark”) solely in the following manner: TOJ will have the right to use the Advertiser Mark in connection with promoting the relationship between the parties’ pursuant to the terms of the Advertiser Agreement. TOJ may not use the sponsor Mark except as expressly provided herein, and may not sublicense these rights or otherwise permit any party to use the SPONSOR Mark unless agreed by SPONSOR pursuant to the Agreement. TOJ acknowledges that SPONSOR and its affiliates are the sole owners of the SPONSOR Mark, and TOJ agrees to do nothing inconsistent with that ownership. All goodwill arising out of TOJ’s use of the SPONSOR Mark will inure to the sole benefit of SPONSOR and its affiliates.