Recrue Media Terms and Conditions
Updated: June, 2010
1. The following terms and conditions apply to the services provided by
Recrue Media, LLC, and constitute an agreement between the parties. The
agreement (the "Agreement") is entered into effective as of the date of
execution noted on the first page of the corresponding Insertion Order
(the "Order"), if one exists, between Recrue Media, LLC, with its
principal place of business at 9 Buckskin Lane, Rolling Hills Estates,
CA 90274. ("Recrue Media") and the party or parties requesting services
from Recrue Media ("Advertiser"). If no Insertion Order exists, then
this Agreement is effective when the Advertiser selects "I have read and
agree to the Terms and Conditions" on the Recrue Media website.
2. Advertising Obligations
1. Recrue Media's sole obligation under this Agreement will be to use
commercially reasonable efforts to deliver the Creative in the manner
specified in the Order (“Creative”). Such Creative will be (1) created
by Recrue Media on site(s) and distributed via the Recrue Media Network,
or (2) provided by Advertiser as specified in the Order.
2. All Creative will be subject to Recrue Media's approval. Recrue Media
reserves the right to reject, discontinue, or omit any Creative or any
part thereof for any reason. This right will not be deemed waived by
acceptance or actual use of any Creative.
3. IN-HOUSE DESIGN Creation: The cost of ads purchased through Recrue
Media Retargeting include one full set of creatives in the four ad
sizes; medium rectangle, leaderboard, skyscraper, and wide-skyscraper.
The medium used will vary depending on the needs of the client and the
usefulness of their application to the design and include Adobe Flash,
JPG, GIF, Animated GIF, and Dynamic HTML.
4. IN-HOUSE DESIGN Delivery: Upon approval from the client of the
design, the final product will be delivered via hosting of the ads on
Recrue Media's server system. These ads have custom clickTAGs that are
designed for use specifically with Recrue Media Retargeting. If the
client wishes to retain digital copies of these ads then one of the
following formats will be supplied:
FLASH: Client will receive the mastered SWF files.
JPG / GIF: Client will receive the mastered JPG or GIF files.
HTML: Client will receive a TXT file with the source code and associated
images in a ZIP file.
5. Files are only available upon request. Please note that the banners
will not link to the client's website if they are removed from Recrue
Media's server, or if the files are e-mailed. The linking is done
exclusively through Recrue Media's Retargeting Server.
Recrue Media retains all raw files in house. These include FLA, FLV, PSD,
AI, INDD, and .HTML files.
3. Payment and Refunds
1. Advertiser will pay Recrue Media in accordance with the Order. If no
Order exists, Advertiser will pay Recrue Media in advance via cash
payment or credit card. All payments will be made in advance unless: (1)
otherwise specified; or (2) credit is approved. Upon approved credit,
payment will be made within 30 days from date of invoice. In the event
Advertiser pays with credit card, Advertiser expressly agrees that
Advertiser will not charge back on such credit card account.
2. Recrue Media will be under no obligation to provide Creative until
payment is received.
3. Advertiser understands that impression counts may vary and that
Advertiser will be responsible for any impressions delivered to a
campaign, even if they exceed the amounts outlined in the Order. All
payments will be based on Recrue Media's measurements and not based upon
those of Advertiser or any other party. Unless otherwise specified, all
invoices created by Recrue Media relating to the Creative will be in
accordance with measurement and tracking as conducted by Recrue Media.
4. Recrue Media will refund any amounts remaining on deposit if
Advertiser has met all commitments under this Agreement including
complete payment for all Creative.
4. Limitation of Liabilities
1. Under no circumstances will Recrue Media be liable for any indirect,
incidental, consequential, special or punitive damages of any kind or
nature (even if such damages are foreseeable, and whether or not Recrue
Media had been advised of the possibility of such damages) arising from
any aspect of this Agreement.
2. Notwithstanding any other provision of this Agreement, the liability
of Recrue Media will be limited to the total amount paid by Advertiser
to Recrue Media under this Agreement.
3. Recrue Media will not be liable for delays in delivery and/or
non-delivery in the event of an act of God, actions by any governmental
or quasi-governmental entity, Internet failure, equipment failure, power
outage, fire, earthquake, flood, insurrection, riot, act of terrorism,
act of war, explosion, embargo, strike (whether legal or illegal), labor
or material shortage, transportation interruption of any kind, work
slow-down, or any condition beyond Recrue Media's control affecting
production or delivery in any manner.
5. Indemnification
1. Advertiser will indemnify Recrue Media and hold Recrue Media harmless
from and against any and all liability, loss, damage, claim and expense,
including reasonable legal fees and expenses that may be incurred by
Recrue Media, arising out of or related to (a) Advertiser's breach of
any of the representations and warranties in this Agreement; (b)
nonfulfillment of any obligation hereunder to be performed by
Advertiser; or (c) infringement or alleged infringement of a third
party's intellectual property rights resulting from Recrue Media's
performance of its duties or exercise of its rights under this
Agreement.
2. Recrue Media will promptly notify the Advertiser of any threat of a
claim that Recrue Media becomes aware of and that may give rise to a
request for indemnification hereunder.
6. Warranties
1. Advertiser warrants that: (a) Advertiser has authorized the person
who has executed this Agreement for Advertiser to execute and deliver
this Agreement to Recrue Media on behalf of Advertiser; and (b)
information, if any, supplied to Recrue Media by Advertiser for
inclusion within the Creative will not be procured or produced
inconsistently with U.S., foreign, or international law.
2. Recrue Media provides no warranty regarding any aspect of the
Creative. Recrue Media does not warrant that any portion of the Creative
will meet the Advertiser's requirements or that the use of any portion
of the Creative will be uninterrupted or error free. Recrue Media does
not warrant that the Creative, as originally delivered or as upgraded or
modified, will conform to any applicable descriptions or specifications
associated with the Creative. Recrue Media provides no warranty
regarding compliance issues with third party software, compliance issues
with hardware, and or compliance regarding updates of newer versions of
the Creative.
3. NEITHER RECRUE MEDIA NOR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES
OR SUPPLIERS MAKE ANY WARRANTIES EXPRESS, IMPLIED, STATUTORY OR IN ANY
COMMUNICATION WITH ADVERTISER WITH RESPECT TO THE CREATIVE, THIRD PARTY
SOFTWARE, OR ANY PRODUCT, AND RECRUE MEDIA AND ITS PARENTS,
SUBSIDIARIES, AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL
OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY,
NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
7. Confidentiality
1. In the event that either party gains access to non-public and/or
proprietary information of the other party under this Agreement, the
party gaining such access will treat such information as confidential.
Under this Agreement, the term “Confidential Information”, and
variations of that term, will be defined to include information related
to marketing, business, technology, strategy, the terms of this
Agreement, and/or the like, that is not generally known or available to
the public.
2. Each party will: (a) not disclose to any third party or cause to be
disclosed any of the other party's Confidential Information unless
otherwise specified; (b) refrain from using the other party's
Confidential Information unless otherwise specified; and (c) preserve
and protect the confidentiality of the other party's Confidential
Information with the same degree of care it uses to protect its own
Confidential Information, but in no event less than reasonable care.
3. Confidential Information does not include information that is: (a)
already publicly available; (b) otherwise known to the receiving party
through no wrongful conduct of the receiving party or Advertiser; or (c)
required to be disclosed by law or court order.
4. Recrue Media and/or Advertiser may disclose Confidential Information
to such party's agents, attorneys and other representatives or any court
of competent jurisdiction as reasonably required to resolve any dispute
between Recrue Media and Advertiser.
8. Termination and Breach
1. This Agreement will be for a term of 1 year unless otherwise
specified in the Order. This Agreement may be extended in one year
increments through the conduct of the parties or by a supplemental
properly executed agreement.
2. Recrue Media and Advertiser retain the right to terminate this
Agreement, in whole or in part, with or without cause, at any time.
3. Upon termination for any reason, Advertiser will remain liable for
any amount due for services delivered by Recrue Media and Advertiser's
obligation to pay will survive termination of this Agreement. Advertiser
understands that the amount of time required to terminate a campaign is
directly tied to settings found in their account and termination may
take as long as 30 days from the date of notice. Advertiser will be
responsible for any additional fees incurred during this period. Any
cancellation notice will be based on the date the written notice was
received by Recrue Media.
9. Miscellaneous
1. Advertiser must not assign, license, sublicense, or otherwise
transfer any rights or obligations under this Agreement. Any such
transfer will be void and without effect, and may constitute breach of
this Agreement. Notwithstanding these provisions, rights and obligations
under this Agreement may be transferred in the event that Advertiser is
involved in a merger or an acquisition. Such transfer will only be
effective if to the surviving or acquiring company.
2. All notices, requests, demands and other communications required or
permitted under this Agreement must be in writing and delivered to the
other party.
3. Unless otherwise specified, this Agreement may only be modified, or
any rights under it waived, by a written document executed by Recrue
Media and Advertiser.
4. This Agreement will be interpreted, construed and enforced in all
respects in accordance with laws of the State of California, without
regard to the state or country of incorporation or operations of
Advertiser, or activity of either party in accordance with this
Agreement. Advertiser hereby irrevocably consents to the exclusive
jurisdiction of the courts of the State of California and the federal
courts situated in Los Angeles County in the State of California in
connection with any dispute arising under this Agreement.
5. In the event that any provision of this Agreement is held by a court
of law or other government agency to be void, voidable, or
unenforceable, the remaining provisions will remain in full force and
effect.
6. The Confidentiality, Warranties, Limitation of Liabilities. and
Indemnification provisions will survive any termination or expiration of
this Agreement.
7. This Agreement, in conjunction with the Order, sets forth the entire
agreement between Advertiser and Recrue Media and supersedes any and all
prior and contemporaneous agreements (whether written or oral) of Recrue
Media and Advertiser with respect to the subject matter set forth.
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