Membership and Advertising Provisions
Provision of Advertising Materials:
Advertiser will provide all materials for the advertisement in accordance with the TruckFLIX.com terms of service and privacy policies in effect at the time of this agreement as posted on the TruckFLIX.com website. TruckFLIX.com shall not be required to publish any advertisement that is not received in accordance with such policies and reserves the right to charge Advertiser, at the rate specified in the Service Agreement, for inventory held by TruckFLIX.com pending receipt of acceptable materials from Advertiser which are past due. Advertiser hereby grants to TruckFLIX.com a non-exclusive, worldwide, fully paid license to use, reproduce and display the advertisement (and the contents, trademarks and brand features contained therein) in accordance herewith.
Except as otherwise expressly provided in the Service Agreement, positioning of advertisements within the TruckFLIX.com properties or on any page is at the sole discretion of TruckFLIX.com
Unless specified in the Service Agreement, TruckFLIX.com makes no guarantees with respect to usage statistics or levels of impressions for any advertisement. Advertiser acknowledges that delivery statistics provided by TruckFLIX.com are the official, definitive measurements of TruckFLIX.com's performance on any delivery obligations provided in the Service Agreement. No other measurements or usage statistics (including those of Advertiser or a third party ad server) shall be accepted by TruckFLIX.com or have bearing on the Service Agreement.
Except as expressly set forth in the Service Agreement, any renewal of the Service Agreement and acceptance of any additional advertising order shall be at TruckFLIX.com's sole discretion. Pricing for any renewal period is subject to change at any time by TruckFLIX.com.
No Assignment or Resale of Ad Space:
Advertiser may not resell, assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights shall result in immediate termination of this contract, without liability to TruckFLIX.com.
Limitation of Liability:
In no event shall TruckFLIX.com be responsible for any consequential, special, punitive or other damages, including, without limitation, lost revenue or profits, in any way arising out of or related to the Service Agreement or publication of the advertisement, even if TruckFLIX.com has been advised of the possibility of such damages. Without limiting the foregoing, TruckFLIX.com shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of TruckFLIX.com affecting production or delivery in any manner.
Advertisers Representations; Indemnification:
Advertisements are accepted upon the representation that Advertiser has the right to publish the contents of the advertisement without infringing the rights of any third party and without violating any law. In consideration of such publication, Advertiser agrees, at its own expense, to indemnify, defend and hold harmless TruckFLIX.com, and its employees, representatives, agents and affiliates, against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by Advertiser in connection with any claims, administrative proceedings or criminal investigations of any kind arising out of publication of the advertisement and/or any material of Advertiser to which users can link through the advertisement (including without limitation, any claim of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices).
Right to Reject Advertisement:
All contents of advertisements are subject to TruckFLIX.com's approval. TruckFLIX.com reserves the right to reject or cancel any advertisement, insertion order, URL link, space reservation or position commitment, at any time, for any reason whatsoever (including belief by TruckFLIX.com that placement of advertisement, URL link, etc., may subject TruckFLIX.com to criminal or civil liability).
Terms of Payment:
Advertiser will be invoiced on a monthly basis or as agreed. The minimum term shall be 3 months. Payment shall be made to TruckFLIX.com within thirty (30) days from the date of invoice ("Due Date"). Amounts paid after the Due Date shall bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less). In the event Advertiser fails to make timely payment, Advertiser will be responsible for all reasonable expenses (including attorneys' fees) incurred by TruckFLIX.com in collecting such amounts. TruckFLIX.com reserves the right to suspend performance of its obligations hereunder (or under any other agreement with Advertiser) in the event Advertiser fails to make timely payment hereunder or under any other agreement with TruckFLIX.com. No refunds shall be given for services rendered.
No conditions other than those set forth in the Service Agreement shall be binding on TruckFLIX.com unless expressly agreed to in writing by TruckFLIX.com.
The Service Agreement shall be governed by and construed in accordance with, the laws of the State of Missouri, without giving effect to principles of conflicts of law; may be amended only by a written agreement executed by an authorized representative of each party; and constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties. Advertiser shall make no public announcement regarding the existence or content of the Service Agreement without TruckFLIX.com's written approval, which may be withheld at TruckFLIX.com's sole discretion. Both parties consent to the jurisdiction of the courts of the State of Missouri with respect to any legal proceeding arising in connection with the Service Agreement.