IMPORTANT: READ CAREFULLY - The following Advertising Agreement forms part of each Company's Agreement with Visual Communications Group, Inc. and govern each Company's Advertising on our website:
1. Definitions. For the purposes of this Agreement, "Advertising" or "Advertisement" means any advertising placed on any of the websites owned by Visual Communications Group.
2. Placement. Advertiser acknowledges that advertisement's actual positioning on page is not, in any way, guaranteed, and that advertisement's position may vary throughout the term of this agreement.
3. Initial Term. Unless otherwise established in writing, all Agreements will be for an initial term of twelve (12) months from the date your advertising first appears on the website. This Agreement will thereafter remain in place and govern any future advertising you do on our website but the length, pricing and type of each promotional program will have to be separately established. We will try to confirm each new order by e-mail or fax in an effort to avoid potential misunderstanding.
4. Payment Terms. Unless otherwise agreed by the parties, the amount owed for a listing shall be paid in full before each term begins. Any late payments will bear interest at the rate of one and one-half (1½%) percent per month (or the maximum rate permitted by law, if less). If you fail to make any payment due under this Agreement, you will be responsible for all expenses (including reasonable attorneys' fees) incurred by Visual Communications Group, Inc. in collecting what is owed.
5. Advertising Content. We reserve the right to remove from our website any advertising we believe to be indecent, unethical, or unreasonably offensive. If you give us enough lead time before one of your advertising programs begins to run, we will use our best efforts to send you an example of how the advertising will look before it actually starts to run. In that case, it will be your responsibility to contact us immediately if there is anything wrong with the content or display of the advertising message. Otherwise, you need to examine the advertising as soon as it begins to run. If there are any errors, we will promptly correct them. However, the existence of errors will not be an excuse for non-payment of what you owe. We reserve the right to change the manner in which your advertisement is displayed on the Website, including, but not limited to size, color, positioning and layout.
6. Terms and Conditions. Our Standard Terms and Conditions are, by reference, made a part of this Agreement. A copy of those Standard Terms and Conditions may be viewed electronically at www.vcgcorporate.com/terms.cfm. Please review them carefully. In particular, you should review the Warranty, Indemnification and Limitation of Liability provisions. They control what happens if something goes wrong with one of your advertising programs.
7. Forum for Disputes. This Agreement is deemed to have been made in the State of Minnesota and will be construed and governed in accordance with Minnesota law. Each of us consents and agrees to exclusively use the Courts of the County of Dakota, State of Minnesota, to resolve any dispute arising from or relating to this Agreement or any services provided by us to you. Each of us also consents to the jurisdiction of Minnesota courts.
8. Non-Assignability. Our Agreement is made specifically with you. Unless we agree you cannot assign or covey to someone else your right to place advertising on our Website. Neither can you assign or convey to someone else the obligation to pay for the advertising you have placed.
9. Notices. If under this Agreement, one party desires to give notice to the other, such notice shall be in writing and shall be effective upon receipt. Delivery may be by hand, by United States mail, or by facsimile. In the case of delivery by United States Mail, notice will be presumed to have been received two (2) business days after the date the notice was placed in the mail postage pre-paid and properly addressed to the other party. In the case of a faxed notice, notice will be presumed to have been received one (1) business day after the date on which the notice was sent, so long as a confirmation copy is also mailed to the other party.
10. Entire Agreement. The Agreement constitutes the entire understanding between us with respect to its subject matter. Any other discussions we have had about your advertising on our Website are incorporated into this Agreement. No amendment, modification, or supplementation to this Agreement will be enforceable unless it is contained in writing that both of us sign.