Rules1. Payment/Default: Payment will be made to American Latino Media (“americanlatino”)
2. Positioning/Right to Reject/No Resale: Though americanlatino.com will accept positioning requests, positioning of Ads is at americanlatino’s, unless it is agreed that the position is “guaranteed.” Advertiser acknowledges that americanlatino has made no guarantees with respect to any usage statistics or levels of impressions that will be delivered. americanlatino reserves the right to reject or cancel any Ad or position commitment at any time. Advertiser may not resell, assign or transfer any of its rights under this agreement.
4. CONTENT: You understand that all classified, business listings and Jobs postings including messages, text, files, images, photos, video, sounds, or other materials (\"Content\") transmitted through, or linked from the any of the sections of the site, are the sole responsibility of the person from whom such Content originated. More specifically, you are entirely responsible for for the indiviual content of each item that you post, email or otherwise make available through any sections of the website.
5. Agencies: If Advertiser uses an advertising agency in connection with any Ad, Advertiser and such agency will be jointly and severally liable under this agreement. The entity signing this agreement warrants that it is duly authorized and has the full power to bind Advertiser, and agrees to indemnify and hold americanlatino and its affiliated companies harmless from any and all claims, losses, damages or costs (including attorneys\' fees) arising out of any breach of this warranty. Advertiser will be solely responsible for any commission due to any agency.
6. Ownership: Advertiser will own all rights in any completed Ads that it provides. americanlatino will own all rights in (i) any advertising material and other content that is furnished by americanlatino, and (ii) any Ads that Advertiser creates using americanlatino advertisement creation tools. Advertiser will not authorize reproduction or use of any such material in any medium without American Latino’s prior written consent.
7. Termination: American Latino Media may terminate this agreement upon notice to Advertiser. Upon such termination, all amounts due under this agreement that accrued on or before the termination date will become immediately due and payable. If American Latino Media terminates this agreement, then, to the extent that Advertiser is in compliance with this agreement, American Latino Media will refund to Advertiser any amounts paid by Advertiser that are attributable to Ads that have not, as of the date of termination, been posted as required under this agreement. This agreement is not cancelable by Advertiser.
8. Advertiser Representations; Indemnification: Advertiser represents and warrants that the Ads and all other materials provided by Advertiser (a) will not violate any applicable law, rule or regulation (including, but not limited to, any law relating to false or deceptive advertising), (b) will not be libelous, (c) will not infringe any right of any third party, including, but not limited to, any contractual right, copyright, trademark or trade secret right or any right of privacy or publicity and (d) will not contain any instructions that, if implemented, would likely result in injury. Advertiser will indemnify and hold American Latino Media, its affiliated entities and its employees harmless against any and all expenses and losses of any kind (including reasonable attorneys\' fees) incurred by them in connection with (x) any breach or alleged breach of this warranty, and/or (y) any Ad.
9. Provision of Advertising Materials: Advertiser will provide copy and other materials necessary for Ads in accordance with American Latino Media’s policies in effect from time to time.
American Latino Media may dispose of any such materials unless acceptable prepaid return arrangements have previously been made.
10. DISCLAIMER; LIMITATION OF LIABILITY American Latino Media makes no warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. in no event will backfence be liable to advertiser for any indirect, incidental, consequential, special or exemplary damages regardless of whether AMERICAN LATINO MEDIA has been advised of the possibility of such damages. the aggregate liability of AMERICAN LATINO MEDIA will be limited to the amount paid to AMERICAN LATINO MEDIA By advertiser under this agreement with respect to the ad(s) out of which the claim arises or the display of the relevant ad at a later time in a comparable position, at backfence\'s discretion. otherwise, Backfence will not be liable to advertiser for any loss, damage, or expense, caused by or arising out of any breach by AMERICAN LATINO MEDIA of this agreement, any instructions contained in any ad or the manner in which any ad or other material is displayed.11. Miscellaneous: The warranties, indemnification obligations, limitations of liability and ownership rights set forth above will survive the termination of expiration of this agreement. Should any provision of this agreement be deemed unenforceable, such provision will be restated, in accordance with applicable law, to match most closely the intentions of the parties, and the remainder of this agreement will remain in full force and effect. This agreement constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all prior agreements. In the event of any inconsistency between these Standard Terms and Conditions and any other ad insertion order submitted by Advertiser or its advertising agency, any correspondence from Advertiser or its advertising agency, or Backfence’s rate card, these Standard Terms and Conditions will control. This agreement will be construed under the laws of the Commonwealth of Virginia, without reference to its conflict of laws principles. This Agreement cannot be modified except in a writing signed by both parties