College Advertising Network Standard Terms and Conditions
If the total monthly sum of invoices from Member is less than $200, then such amount payable shall be rolled over into subsequent accounting periods and paid when the $200 threshold is reached, or within 60 days of the expiration of this Agreement, whichever is sooner).
2. Data Collection. Traffic.
refuel may be responsible for the collection of online data, such as page impressions, and the management of data received from co-registration and lead generation activities. Member understands and agrees that refuel may collect personally identifiable information (“PII”) provided by through third party internet visitor interaction with Ad Services and that, between Member and refuel, such PII shall be retained by and owned solely by refuel. Member hereby grants to refuel the right to incorporate traffic data results collected by media metrics and measurement providers (“Metrics Providers”) into refuel’s aggregate network traffic data results. Member shall execute all documents reasonably required to authorize Metrics Providers to configure its collection techniques to permit the foregoing traffic reporting. Member also acknowledges that refuel shall have the right to place tags and other necessary digital indices and coding on advertising units on the Site and that Member shall not remove, move, misdirect or alter such media indices and coding without the express written consent of refuel. In the event this Agreement is terminated, then Member shall remove such digital indices and coding at its own expense.
Member agrees to display the CAN Membership logo, and such other credit as refuel may reasonably request on the home page of the Site, or such other page as the parties mutually determine. Such credit shall be in a prominent and easily viewable location on such page. Member will ensure that refuel’s logo graphic will be hyperlinked to a pre-determined location on refuelagency.com. Member will also provide text links to refuelagency.com. Refuel agency agrees to display within the CAN section of refuelagency.com, Member’s Site logo and membership status in the CAN network and provide reciprocal links to Member’s website. Refuel maintains the right to promote Member’s membership in CAN in press releases, sales presentations and other collateral material. Each party hereby grants to the other a non-exclusive, free and worldwide license for the Term for each party to promote the other as provided for in this section.
4. Representations and Warranties.
refuel makes no, and expressly disclaims any, warranties, express or implied relating to the functionality of the refuel advertising network or the Ad Services, including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, non-infringement, the amount of revenue generated from Ad Services, or the refuel advertising network or otherwise, including, but not limited to, the functionality, performance or results of use thereof. Each party represents and warrants to the other that: (a) it has the full power and authority to enter into this Agreement and fully perform all of its obligations hereunder without violating the legal or equitable rights of any third party; (b) it has all rights necessary to enter into this Agreement and to grant the rights hereunder; and (c) that any materials provided by such party to the other party are free of any software virus, worm, virus macro, trojan horse or other such component designed to permit unauthorized access, to disable, erase or otherwise harm or maliciously alter software, hardware or data. Except as expressly set forth in this Agreement, the parties make no other warranties hereunder and expressly disclaim all other warranties, express or implied.
5. Termination By refuel.
refuel shall have the right to terminate this Agreement at any time during the Term, upon not less than thirty (30) days written notice to Member. Additionally, refuel shall have the right to cancel any portion or all of Ad Services at any time for any or no reason (including, but not limited to, a belief that the display of certain advertising may subject refuel and/or Member to legal liability).
Each party agrees to indemnify, defend, and hold harmless the other party and its parent, subsidiaries, and affiliates and their respective directors, officers, employees, agents, subcontractors, and from and against any and all third party claims, causes of action, costs, expenses and damages (including, but not limited to, reasonable attorneys’ fees, which may be made or brought against the other in any way related to any non-fulfillment of any term or breach of any obligation, representation or warranty under this Agreement. The parties’ indemnification obligations shall survive termination or expiration of this Agreement. The indemnifying party shall give prompt written notice to the indemnified party of any third-party claim under this section.
7. Limitation of Liability.
Other than in connection with its indemnification obligations hereunder, neither party shall be liable to the other (or to any person claiming rights derived from a party’s rights hereunder) for any incidental, consequential, special, exemplary or punitive damages or lost or imputed profits or royalties arising out of this Agreement or its termination, whether for breach of warranty or any obligation arising therefrom or otherwise, whether liability is asserted in contract or tort (including negligence and strict product liability) and irrespective of whether a part was advised, had reason to know or knew of the possibility thereof. In any occurrence other than in connection with a breach of a party’s confidentiality obligations or indemnification obligations hereunder, a party’s maximum liability arising out of this Agreement, whether the cause of action arises in contract, tort or otherwise, shall not exceed the amounts paid and payable by refuel to Member hereunder in connection with the applicable Ad Services campaign under which an applicable claim arose.
8. Relationship of the Parties.
It is understood and agreed that the parties hereto are independent contractors pursuant hereto, and nothing contained herein shall be construed or deemed to make the parties hereto partners or joint venturers, nor shall either party or any of its agents or employees be construed or deemed to be an employee of the other party hereto.
9. Confidential Information.
“Confidential Information” means any confidential and/or proprietary information of a party and/or that of its parent, clients or affiliated companies, disclosed by such party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects, other than information that the receiving party can establish: (a) was publicly known and made generally available in the public domain prior to the time of disclosure; (b) becomes publicly known and made generally available after disclosure, other than through the receiving party’s action or inaction; or (c) is in the receiving party’s possession, without confidentiality restrictions, prior to the time of disclosure, as shown by the receiving party’s files and records. The receiving party shall not at any time: (d) sell, license, or transfer any Confidential Information; (e) disclose or otherwise make available to any person or entity any Confidential Information (other than to those of the receiving party’s employees who are bound by use and confidentiality restrictions which are no less protective of us than those contained in this Agreement and who have a legitimate need to know such Confidential Information in connection with this Agreement); or (f) access, use, reproduce, or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to the receiving party and in accordance with this Agreement. Each party agrees to take all measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. If required by law to disclose Confidential Information of the other party, the receiving party may do so provided that: (g) it gives the disclosing party prompt written notice of such requirement prior to such disclosure; (h) it, at the disclosing party’s request, assists the disclosing party in obtaining an order protecting the Confidential Information from public disclosure; and (i) any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. Member may not issue any press release or other public statement regarding the terms or existence of this Agreement without refuel’s prior written consent. Notwithstanding anything to the contrary herein, Member agrees that refuel may, in connection with any marketing materials and presentations prepared by Member identify Member as a participating Site and describe the services provided hereunder.
Notices required under this Agreement shall be in writing and shall be delivered personally, sent by facsimile transmission (with receipt acknowledged by recipient), by certified or registered mail or through overnight courier. Notice shall be deemed given when so delivered personally, or sent by facsimile transmission or, if mailed by certified or registered mail, three (3) days after the date of deposit in the United States mail, or, if delivered by overnight courier, one (1) day after the date of deposit with a reputable overnight delivery service. Notices shall be sent to the address of the party set forth in the Business Terms section of this Agreement, or such other address as shall have been specified by either party by written notice hereunder, and in the case of notice to refuel, 151 W. 26th Street, New York City, New York 10001 Attention: Legal Notices with a copy to refuel, 10 Abeel Road, Cranbury, NJ 08512 Attention: Legal Notices.
This Agreement: (a) is the entire agreement between the parties and supersedes all prior written or oral understandings with respect thereto; (b) may not be amended or modified except in writing by both parties; and (c) may be executed in counterparts and with facsimile or electronic signatures. A waiver of performance or breach of any provision of this Agreement shall not constitute a waiver of any subsequent performance or breach of the same or any other provision. If any provision of this Agreement shall be declared void, illegal or unenforceable, the remainder of this Agreement shall be valid and enforceable to the extent permitted by law. Any provision of this Agreement reasonably intended to survive, shall survive the termination or expiration of this Agreement. This Agreement shall be governed and interpreted in accordance with the laws of the state of New York, without regard to the conflict-of-law rules thereof. The parties hereby consent to the exclusive jurisdiction of the courts of the State of New York for resolutions of all claims, difference and disputes which the parties may have regarding this Agreement. Member may not assign this Agreement without refuel’s prior written approval.
12. Force Majeure.
No delay or failure by a party hereto in the performance of any obligation of this Agreement shall be deemed a breach of this Agreement nor create a liability, if the same shall arise by reason of any cause beyond the reasonable control of the affected party, including, but not limited to acts of God, provided that the party so affected shall use its best efforts to avoid or remove such cause of nonperformance and continue performance as soon as practicable. In the event such cause exceeds thirty (30) calendar days, the party so affected may cancel this Agreement upon written notice and without further liability.