||Website Advertising Agreement Terms and Conditions
- Contract/Agreement. U.S. Condo Exchange, LLC (“PROPERTY.COM”) and the property owner (“Owner”) and/or the Owner’s agent acting on their behalf (“Agent”) (collectively referred to herein as the “Advertiser”) agree that these terms and conditions govern advertisements on the US Condo Exchange web site(s) and together with the Advertising Insertion Order comprise the entire agreement between the parties (herein referred to as the “Contract” or the “Agreement.” Any other conditions, provisions, or terms of any kind appearing in writing or other communication made in connection with any such order, including without limitation those contained on or accompanying any rate card, insertion order form (other than the PROPERTY.COM Advertising Insertion Order), check or other form of payment, shall not be binding on PROPERTY.COM and shall not be deemed to modify the Agreement in any manner. PROPERTY.COM’s offer to publish advertisements for Advertiser is made only on the terms of the Agreement. Owner is responsible for any action taken by any Agent in connection herewith.
- Order; Cancellation; Fulfillment. The Contract will be binding when signed by Advertiser and an authorized representative of PROPERTY.COM. Advertiser may cancel this Contract, in its sole discretion and with or without cause, by giving PROPERTY.COM at least thirty (30) days’ written notice (with respect to advertisements) of such cancellation. In the event of cancellation, Advertiser agrees to pay to PROPERTY.COM, within thirty (30) days after the Contract is terminated, the unpaid balance of the Contract Price for the entire term.
PROPERTY.COM reserves the right to cancel the Contract and remove any advertising or related links at any time, in its sole discretion, with or without cause, and PROPERTY.COM agrees to provide notice to Advertiser promptly after exercising such right. Failure by PROPERTY.COM to publish any requested advertisement does not constitute a breach of this Contract or otherwise entitle Advertiser to any remedy other than as specified in Section 3 below. Without limitation, PROPERTY.COM reserves the right to refuse advertising buys from third parties that require ads to be served from that third party’s servers. Except as otherwise expressly provided in the Advertising Insertion Order, positioning of advertisements within the PROPERTY.COM site(s) or on any page is at the sole discretion of PROPERTY.COM.
- Exclusive Remedies. IN THE EVENT OF TERMINATION OR CANCELLATION OF THE CONTRACT BY ADVERTISER, OR BY PROPERTY.COM FOR CAUSE OR FOR BREACH OF THIS AGREEMENT, ADVERTISER WILL REMAIN LIABLE FOR THE ENTIRE UNPAID BALANCE OF THE CONTRACT PRICE. IN THE EVENT OF TERMINATION OR CANCELLATION BY PROPERTY.COM FOR REASONS OTHER THAN CAUSE OR BREACH OF THE AGREEMENT, ADVERTISER’S EXCLUSIVE REMEDIES SHALL BE (A) PROPERTY.COM’S RELEASE OF ADVERTISER’S COMMITMENTS, AND (B) REFUND TO ADVERTISER OF ANY PREPAID AMOUNTS FOR WHICH PROPERTY.COM HAS NOT PROVIDED SERVICE. PROPERTY.COM WILL HAVE NO OTHER LIABILITY OF ANY NATURE TO ADVERTISER.
- Advertiser Responsibilities.
- Advertiser hereby authorizes PROPERTY.COM to use, link to and publish (as applicable), in accordance with the applicable Advertising Insertion Order(s), the entire contents and subject matter of all advertisement materials that Advertiser provides from time to time (including, without limitation, all text, graphics, and URLs).
- All advertisement materials supplied to PROPERTY.COM must comply with the then-current PROPERTY.COM Advertisement Specifications and Submission and Guideline Instructions, as updated by PROPERTY.COM from time to time. Advertiser acknowledges that time is of the essence in providing the foregoing to PROPERTY.COM. Advertiser hereby irrevocably authorizes PROPERTY.COM to modify advertisements provided by Advertiser to PROPERTY.COM so that such advertisements fit formats required for publication by PROPERTY.COM from time to time. By way of example and not limitation, PROPERTY.COM may convert .gif files to the FLASH format pursuant to the foregoing license.
- Advertiser shall comply, at its sole expense, with all applicable national, state, and local laws and regulations, including without limitation the Federal Fair Housing Act.
- Advertiser warrants and represents to PROPERTY.COM that each Internet site linked from, or identified in, the advertisements: (i) is controlled by Advertiser and operated by Advertiser and/or its independent contractors, (ii) will be functional and accessible at all times, and (iii) is in compliance with all applicable laws and regulations, and suitable in all respects to be linked to from the applicable site containing the advertisement.
- Advertiser hereby represents and covenants that it is fully authorized to grant to PROPERTY.COM all rights described in Section 4.a above with respect to all advertisements delivered by it to PROPERTY.COM from time to time, and that all such materials will comply with all applicable laws, regulations and other requirements as referenced in Section 4.a. Advertiser agrees unconditionally to pay promptly when due all obligations incurred directly or indirectly in connection with any Advertising Insertion Order, including but not limited to all taxes and fees, any and all royalties or residuals which may be owing, and all accounts and other indebtedness of every kind incurred by or on behalf of Advertiser. Advertiser also agrees unconditionally, and as a joint and several liability between them, to indemnify and hold harmless PROPERTY.COM and its affiliates, and their respective officers, agents and employees, from and against any and all claims, damages, losses, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees) suffered or incurred by reason of any claim, proceeding or suit based on or arising out the contents or subject matter of such advertisements, or any sites or materials to which they link (and including without limitation claims for defamation, violation of rights of publicity, privacy, and/or moral rights, and any type of intellectual property infringement). PROPERTY.COM will provide reasonable cooperation to Advertiser in such defense and PROPERTY.COM reserves the right to control any such defense in the event that PROPERTY.COM believes that Advertiser is not effectively protecting PROPERTY.COM’s rights.
- Advertiser shall indemnify, defend and hold PROPERTY.COM, its shareholders, employees and agents harmless from and against any and all claims, demands, suits, damages, liability, losses or expenses (including reasonable attorney’s fees) arising out of any misrepresentation, nondisclosure, concealment, nonperformance of any purchase/sale agreement, payment of any funds to be placed in escrow or payment of any commissions by Advertiser in connection with the sale of the Property, including without limitation, the inaccuracy or incompleteness of any information provided by Advertiser for marketing Advertiser’s Property on PROPERTY.COM. PROPERTY.COM is not responsible for any complaints made by a buyer or prospective buyer before or after possession of the Property with respect to any defects in the Property.
- Advertiser represents, warrants and agrees as follows:
- All persons and/or entities authorized to market and sell the Property have signed this Agreement, and the undersigned signature(s) include all person(s) and/or entities, or their duly authorized representatives, who have an ownership or Agent interest in the Property. If the individual signing this Agreement is acting in a representative capacity, such individual certifies that he or she is legally authorized to enter into this Agreement.
- Advertiser understands that it will approve the Property listing prior to the listing being placed on the Site.
- Advertiser understands that this Agreement does not guarantee the sale of Advertiser’s Property.
- Advertiser acknowledges that selling the Property may be complicated and may require professional legal assistance. Advertiser agrees to obtain such assistance, as Advertiser deems necessary.
- Advertiser understands that they must comply with all applicable federal, state and local laws regarding fair housing.
- Advertiser acknowledges that federal, state and local laws prohibit discrimination in the sale of property based on race, color, religion, gender, disability, familial status or national origin.
- Advertiser accepts the responsibility to comply with all ordinances, regulations and statutes pertaining to Advertiser’s offer for sale and sale of the Property.
- Advertiser does not waive any rights guaranteed by the regulations and statutes of the State in which such rights cannot be voluntarily waived.
- Advertiser waives any claim or cause of action it may have against PROPERTY.COM, its shareholders, employees and agents arising as a result of any act or omission of PROPERTY.COM.
- Commitment; Payment. By submitting an Insertion Order for advertising to PROPERTY.COM, Advertiser, whether Owner or Agent agree to be jointly and severally liable for all fees payable for such Insertion Order. Advertiser will pay PROPERTY.COM all fees due under the Contract based on the payment terms specified on the Advertising Insertion Order. Each payment is due at the time of signing of the Advertising Insertion Order or on a net fifteen (15) day basis from the date of invoice, based on agreed upon terms. In all cases, an initial payment must be made prior to the advertising going live on PROPERTY.COM. All unpaid fees shall accrue interest at the rate of one percent (1%) per month until paid, or the legal maximum, whichever is less. In addition to all other available rights and remedies, PROPERTY.COM may cancel and remove any advertisement or redirect leads for such advertisement for any advertisement which is not paid for on a timely basis.
- Impression Counts. The servers of PROPERTY.COM or its authorized agents will be the official counters for measuring delivery of advertising impressions and other performance under this Agreement. Advertiser acknowledges that counts of impressions delivered via the Web can vary based on the counting technology and methodology. If PROPERTY.COM does not, for any reason, deliver sufficient advertisements or sponsorships to fulfill Advertiser’s Order for any given period, Advertiser agrees that PROPERTY.COM shall be entitled to remedy such deficiency as described in Section 3.
- No Warranties; Limitation of Damages. ALL advertising IS provided without warranties of any nature, and PROPERTY.COM HEREBY disclaimS all warranties, EXPRESS, IMPLIED, or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title and noninfringement. IN NO EVENT SHALL PROPERTY.COM BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, AND THE LIKE, EVEN IN THE EVENT OF FAULT, TORT, (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY), AND EVEN IF PROPERTY.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PROPERTY.COM BE LIABLE TO ADVERTISER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY PROPERTY.COM FROM ADVERTISER FOR THE ADVERTISEMENT(S) AT ISSUE.
- No Use of Names. Neither party will issue any press release or make any public announcement(s) relating in any way whatsoever to this Agreement or the relationship established by this Agreement without the express prior written consent of the other party, which consent shall not be unreasonably withheld, provided that PROPERTY.COM may make informational references to advertising on PROPERTY.COM and Advertiser’s participation therein in publicity and press releases without obtaining Advertiser’s consent.
- General Provisions.
- Assignment. Except as set forth in these terms and conditions, neither party may resell, assign, or transfer its rights or obligations hereunder, in whole or in part, without the other party's prior written consent, except that no such consent will be required in connection with a merger, reorganization, acquisition, consolidation, or sale of all, or substantially all, of such party's assets. Any attempt to assign such rights and obligations other than as permitted herein will be null and void. These terms and conditions will inure to the benefit of and bind the parties' respective successors and permitted assigns.
- Governing Law; Disputes. These terms and conditions are governed by the laws of the State of Florida without regard to its conflicts of laws principles. Advertiser consents to the exclusive jurisdiction and venue of the state and federal courts sitting in Miami-Dade, Florida for all disputes arising out of or relating to the subject matter here of. The prevailing party in any dispute concerning the subject matter hereof shall be entitled to recover its reasonable attorneys’ fees and costs.
- Notices. Any notice in connection with these terms and conditions will be in writing and delivered by (i) personal delivery, (ii) express courier, (iii) confirmed facsimile, (iv) confirmed e-mail, or (v) certified or registered mail, postage prepaid and return receipt requested. Notices will be deemed to be effective upon personal delivery, one (1) day after deposit with express courier, five (5) days after deposit in the mail, or upon confirmation of receipt of facsimile or e-mail. Notices will be sent to a party at its address set forth below or such other address as that party may specify in writing pursuant to this section.
- No Agency. The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. These terms and conditions will not be construed to create or imply any partnership, agency, or joint venture.
- Severability, Amendments, and Waiver. If for any reason a court of competent jurisdiction finds any provision or portion of these terms and conditions to be unenforceable, that provision of the terms and conditions will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these terms and conditions will continue in full force and effect. These terms and conditions may be modified, or any rights under it waived, only by a written document executed by both parties and specifically referencing these terms and conditions.
- Counterparts; Facsimile. This Agreement may be executed in counterparts, both of which taken together shall constitute one single Agreement between the parties. This Agreement may also be executed via facsimile, and a facsimile copy of either party's signature shall be deemed and be enforceable as an original.