NorCalPulse Terms & Conditions

The following are general terms and conditions governing advertising placed on www.norcalpulse.com (the "NorCalPulse.com Website"), the site on the World Wide Web of the Internet (the "Web") operated by Your Groove Media, LLC. ("Company", “Your Groove Media”).  Advertiser and its advertising agency shall be referred to as, (“Advertiser”).  Receipt and Invoice shall be referred to as, (“Insertion Order”).  By submitting advertising for inclusion on the NorCalPulse.com Website, advertiser and agency agree to be bound by these general terms and conditions.

Advertising: The advertiser shall purchase the online advertising package at the rate listed and for the duration specified in the Insertion Order, which is incorporated herein by reference and made a part of this agreement.  Announcement of any changes in rates will be made upon at least 8 weeks notice to the advertiser prior to the date by which such changed rates will be applicable.

World Wide Web: Advertiser and its agency acknowledge that they are generally familiar with the nature of the Web and proposed uses thereof.

Exclusivity:  This agreement is non-exclusive, meaning the Company may have ads from several parties appearing on its site at the same time.

Advertising Specifications:  Your Groove Media reserves the right to change any of its advertising specifications at any time. Any change orders to advertising requested by Advertiser must be made in writing and acknowledged by Your Groove Media and will be treated as requests only and cannot be guaranteed.  

All advertising copy that may be mistaken by a reader as news, feature or other non-advertising materials must be clearly marked “advertisement”.

Usage Statistics:  Advertiser acknowledges that Company has not made any guarantees with respect to usage statistics or levels of impressions for any advertising except where expressly stated in the insertion order. Company provides Advertiser with estimated usage only as a courtesy to the Advertiser and shall not be held liable for any claims relating to said usage statistics. Any information collected by the Company, or its site vendors, relating to users or Advertiser’s site (including and without limitation any personally identifiable transactional data, secure data, or demographic information relating to users of the site), shall be property of the Company, and Advertiser shall not obtain any rights in such information by virtue of this agreement.

Delivery of Materials; Advertising Specifications; Change Orders: All creative materials must be received by Your Groove Media at least ten (10) days in advance of the start date for the advertisement in the relevant insertion order. Changes to creative materials must be received by Your Groove Media at least ten (10) days in advance of requested change date.  If advertising materials are late, in absence of a mutually acceptable resolution between the Parties, Your Groove Media may elect to either: (1) hold Advertiser responsible for the media purchased pursuant to the insertion order and bill Advertiser for the affected inventory or (2) hold Advertiser responsible for the media purchased pursuant to the insertion order and Your Groove Media will run a PSA as a replacement until the creative is received. Your Groove Media’s advertising specifications are accessible below.  

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Contests, Surveys, and Similar Items: In connection with contests, surveys and similar items (all of which are "advertisements" for purposes of these terms and conditions), Advertiser shall be responsible to provide to Your Groove Media rules and regulations complying with all applicable laws to appear together with the contest, survey or similar item. If advertising materials are late, in absence of a mutually acceptable resolution between the Parties, Your Groove Media may elect to either: (1) hold Advertiser responsible for the media purchased pursuant to the insertion order and bill Advertiser for the affected inventory or (2) hold Advertiser responsible for the media purchased pursuant to the insertion order and Your Groove Media will run a PSA as a replacement until the creative is received.

Conflicts; No Placement Guaranty: No conditions, printed or otherwise, appearing on contracts or instructions which conflict with the provisions of these terms and conditions will be binding on Your Groove Media except as otherwise specifically agreed by Your Groove Media and the Advertiser. All advertising positioning/placement clauses or conditions will be treated as requests only and cannot be guaranteed.

Sponsorships: Advertisers purchasing a Sponsorship of at least 6 months in duration shall have the right to extend the term of such Sponsorship provided that the advertiser/agency gives written notice to Your Groove Media of its commitment to so extend at least 60 days prior to the last day of the Sponsorship. In the event that the Advertiser shall fail to provide the 60-day notice described in the prior sentence, Your Groove Media shall have no further obligation to advertiser/agency to extend the term of the Sponsorship. Nothing in this paragraph shall require Your Groove Media to extend the term of a Sponsorship at the same rates as the original Sponsorship and any extension of the term of a Sponsorship shall be at Your Groove Media’s then current rates.

Positioning: Unless otherwise agreed by Your Groove Media and agency and/or advertiser, Your Groove Media shall have the right to insert the advertising in various areas of the Norcalpulse.com website in its discretion.

Errors and Omissions: Your Groove Media is not responsible for errors or omissions in any advertising materials provided by the advertiser or its agency.

Approval:  All advertisement copy is subject to approval of Your Groove Media.  Your Groove Media reserves the right to reject or cancel any advertising and/or linkage to an advertiser's site on the Web for any reason at any time.

Site Design, Maintenance:  Your Groove Media may redesign its site in its sole discretion at any time. If any redesign materially and adversely affects the placement of one or more advertisements, or if Your Groove Media is otherwise unable to display such advertisements, Your Groove Media will work with advertiser to display the affected advertisements elsewhere in comparable areas of the Your Groove Media website.

Website Downtime/Damage/Disruption:  Your Groove Media shall not be liable to the Advertiser for any technical malfunction, computer error or loss of data or other injury, damage or disruption to advertisements or any web sites. Your Groove Media shall not be liable to the Advertiser for any website downtime including but not limited to network outages, unexpected downtime or scheduled downtime.

 Unexpected downtime includes but is not limited to; an unplanned or unexpected interruption in the network availability due to hardware, software, network connectivity or data center problems.  Scheduled downtime is any scheduled interruption of the services for the purpose of network software/hardware upgrades or replacement, maintenance or any other scheduled downtime to be determined at the sole discretion of Your Groove Media. 

Delivery, Frequency, and Make Good:  All figures relating to the number of advertisements served as determined by Your Groove Media shall govern, regardless of whether advertiser/agency is using the services of a third party ad server.  If Your Groove Media fails to provide the number of advertising impressions specified in the relevant insertion order (if any), Your Groove Media will make good on its agreement as described below.

Your Groove Media may discontinue the display of advertisements if the total number of impressions for any specified display period is reached prior to the scheduled display stop date. If there is a shortfall in delivery of impressions as of the end of a specified display period, Your Groove Media will provide, as Advertiser’s sole remedy, “make good” impressions through comparable placements, to be delivered no later than ninety (90) days following the end of the term. Your Groove Media will be entitled to reject or discontinue advertisements at any time. In such event, Advertiser will be responsible for only a pro-rata portion of payments due hereunder, based on impressions delivered (the “Pro-rata Payments”).   Your Groove Media will not make good for under-delivery due to delays caused by advertiser/agency.  Advertiser understands that all frequency discounts are based on the Advertiser’s commitment to fulfilling the frequency indicated in the insertion order.  If, for any reason, this frequency is not met by the time of expiration or cancellation of the order, advertiser/agency agrees to pay a short rate charge on all advertisements run.  This charge will be equal to the difference between the rate shown in the insertion order and the rate earned based on the applicable rate card for the actual frequency completed.

Advertising Content; Indemnification:  All advertisements are accepted and made available by Your Groove Media on the Norcalpulse.com Website upon the warranty of the agency and advertiser that they are authorized to make available on the Norcalpulse.com Website.  The entire contents and subject matter thereof and that such advertisement will not violate any law or infringe upon any right of any party. In consideration of the placement of advertisements on the Norcalpulse.com Website and any linkage to the advertiser's site on the Web (if advertisers elect), the advertiser and the agency agree to, jointly and severally, indemnify and save Your Groove Media, its officers, directors, agents and employees and affiliates harmless from and against any and all claims, suits, losses, and/or expenses arising out of any aspect: of the content and/or the appearance of such advertisement(s) on the NORCALPULSE.COM Website and/or the advertiser's site on the Web as linked through the Norcalpulse.com Website, including, without limitation, those arising from claims or suits for defamation, copyright or trademark infringement, misappropriation, violation of the Lanham Act or rights of privacy or publicity or from any and all similar claims now known or hereafter devised. It is further agreed that the advertiser and agency are jointly and severally liable for payment of invoices for advertising made available on the Norcalpulse.com Website hereunder. Any references to Your Groove Media or the Norcalpulse.com in advertisements, promotional material or merchandising by the advertiser or the agency are subject to prior written approval by Your Groove Media for each use.

Payment Terms:  Unless otherwise noted in writing by Your Groove Media, full-payment is required at the time the insertion order is signed by Advertiser/Agency. 

Discounts: Unless otherwise specifically agreed by Your Groove Media and the Advertiser, no cash discounts, volume discounts or other discounted rates will be available.

Collection: In the event Your Groove Media does not receive payment or advertiser/agency otherwise breaches the terms of this contract, advertiser and/or its agency shall pay all of Your Groove Media’s costs and expenses in connection with enforcement and/or collection proceedings.

Taxes:  Prices do not include tax. In the event that any federal, state, or local taxes are imposed on the creation of the online advertising or on the sale of online advertising, Advertiser/agency shall bear full responsibility for any and all tax liabilities. Advertiser shall bear full responsibility for all products or services offered, sold, or licensed through the advertisements or the Advertiser’s website. Advertiser will collect and pay all taxes related to the sale or licensing of such products or services.

 Cancellation: Campaigns cancelled more than fourteen (14) days before the scheduled start date of a campaign are subject to a 20% cancellation fee. Campaigns cancelled less than fourteen days before the scheduled start date of the campaign are subject to a 50% cancellation fee. No cancellations will be accepted without written notice. This includes campaigns (Insertion Orders) that were signed less than fourteen days prior to the beginning of a campaign. There are no cancellations once a campaign begins. A campaign can be postponed or suspended by an Advertiser for a maximum of thirty (30) days. After thirty days, advertiser is still liable for full amount of the contract. If campaign is postponed or suspended, Company cannot guarantee an exact duplication of the campaign; due to a potentially limited inventory.

Limitation of Liability: The materials on the Norcalpulse.com website are provided “as is”. Your Groove Media makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.  Further, Your Groove Media does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its internet website or otherwise relating to such materials or on any sites linked to this site.  Your Groove Media shall not be subject to any liability whatsoever for any failure to provide reference or access to all or any part of the advertising due to systems failures or other technological failures of the Norcalpulse.com Website or the Web or other circumstances beyond Your Groove Media’s control. In the event (i) Your Groove Media fails to publish an advertisement in accordance with the schedule provided in the insertion order, (ii) Your Groove Media fails to deliver the number of total impressions specified in the insertion order (if any) by the end of the specified period, or (iii) of any other failure, technical or otherwise, of such advertisement to appear as provided in the insertion order, the sole liability of Your Groove Media to advertiser/agency shall be limited to, at Your Groove Media’s discretion, a prorate refund of the advertising fee representing undelivered impressions, placement of the advertisement at a later time in a comparable position, or extension of the term of the insertion order until total impressions are delivered. UNDER NO CIRCUMSTANCES WILL YOUR GROOVE MEDIA BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO ORDERS FOR ADVERTISING, EVEN IF YOUR GROOVE MEDIA HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

Force Majeure: Each party hereto shall be excused from liability to perform its obligations hereunder where such failure results from delays caused by Acts of God, fires, floods, strikes, work stoppages, controls or regulation of federal, state, or local governments, or other causes beyond its reasonable control.

Copyright:  All advertising, which represents the creative effort of the Company and/or the utilization of creativity, illustrations, labor, composition, or material furnished by it, is and remains the property of the Company, including all rights of copyright therein. Advertiser understands and agrees that it cannot authorize reproductions, in whole or in part, of any such advertising.

Assignment; Choice of Law: Advertiser may not resell, assign or transfer any of its rights hereunder. This contract shall be governed by the laws of the State of California, without regard to its conflicts of law provisions. Any dispute arising under this contract shall be brought solely in the courts of the State of California.

Confidentiality: Advertiser agrees, during the Term and [for a period of two (2) years] thereafter, to hold in strictest confidence and not to use or to disclose to any person, firm, or corporation without the prior written authorization of Your Groove Media, any Confidential Information. “Confidential Information” means any of the Company’s proprietary information, technical data, trade secrets, or know-how, including, but not limited to, reports, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to one Party by the other Party, either directly or indirectly. At the request of either Party, the other Party must promptly return all copies of Confidential Information received from such Party and must promptly destroy all other Confidential Information prepared by it in connection with this Agreement, including, without limitation, any notes, reports, or other documents.

Notice:  Any notice or other communication provided for herein or given hereunder to Company or Advertiser hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) or e-mail or other electronic medium.               

Counterparts/Electronic Signatures:  This agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.  For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

Severability:  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein. 

License and Warranties: Advertiser hereby grants Your Groove Media the right to market, display, reproduce (including compression and temporary storage), distribute, perform, transmit and promote the advertisements together with any content or materials on any interactive site linked to the advertisements through the Norcalpulse.com Website. Advertiser certifies that it has all necessary rights and permissions to offer, sell and/or license such products and services through the advertisements and the Advertiser’s website, and that the advertisements and the Advertiser’s website do not and will not violate any applicable laws or regulations or any third-party rights (including, without limitation, intellectual property rights), or contain any libelous or defamatory materials. Advertiser certifies that the advertisements and the Advertiser’s website will at all times comply with all standard, written policies applicable to Your Groove Media, including the privacy policies and advertising specifications.

Website Terms and Conditions Modifications:  Your Groove Media may revise these terms of use for its website at any time without notice. 

Entire Agreement: This Agreement, together with all Exhibits hereto, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

Headings:  Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

Privacy:  It is expressly agreed that neither Advertiser, nor Your Groove Media, nor their respective agents and representatives, shall disclose in any manner the terms and conditions of this Agreement to anyone not a party to it. 

By signing below or through an Insertion Order, I certify that I am the owner or authorized representative of the Advertiser and I hereby grant on behalf of the Advertiser its express permission and consent to receive advertising offers and other information via direct mail, telephone, email or other electronic communication, and facsimile transmission from Your Groove Media, LLC.

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