Advertising Terms and Conditions

This Agreement is between SCGH, LLC (“SCGH”) and the Advertiser who submitted a banner insertion order for www.sierraclubgreenhome.com by e-mailing ads@scgh.com (“Advertiser”) and establishes the terms and conditions for Advertiser’s participation in the website advertising programs that may be described in insertion orders executed by the parties from time to time.

Advertisments

Subject to the terms and conditions herein, SCGH shall display Advertiser’s Advertisement on the SCGH Web Site from time to time during the applicable Term of the Insertion Order. Advertiser shall submit Advertisements in a timely manner, in a format approved by SCGH, and in accordance with SCGH’s then-existing publication guidelines and shall revise or edit such Advertisements to the extent necessary to comply with such guidelines going forward.

Fees and Payment Terms

Advertiser shall pay SCGH in accordance with the following pricing and payment schedule. A minimum of 50% of the total pre-determined advertising campaign cost is due prior to campaign launch. SCGH will then invoice Advertiser each calendar month thereafter for the pro-rated remaining amount of contract and expects Advertiser’s account to be paid in full by end of campaign.

Advertiser shall also pay all taxes and assessments resulting from this Agreement and the Insertion Orders. All payments due hereunder from Advertiser are net amounts to be received by SCGH, exclusive of all taxes, duties, sales taxes, value added taxes, assessments, and other charges. Any amounts not paid when due shall bear interest at a rate of 1.5% per month, or such lower rate as is permitted by applicable law.

Banner, Skyscraper and Ad Pricing: based on current SCGH inventory menu and/or value packages
Setup Fees: $50 per banner
Minimum initial budget: $2,500

By submitting a banner, Advertiser agrees with all the terms of this Agreement, including the terms and conditions and specifically acknowledges its consent to each and every such term, and both parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the Effective Date.

TERMS AND CONDITIONS

  1. Definitions. When used herein the following capitalized words shall mean the following:

    “Advertising Banner” means the graphic file supplied by an Advertiser in a format and size that complies with the requirements from time to time specified by SCGH.

    “Advertisement” means one or more Advertising Banners to be displayed on the SCGH Web Site.

    “Agreement” means this agreement, including any Insertion Orders.

    One “Impression” means a user’s request for one page on a world wide web site, as such request is reasonably and consistently determined and measured by SCGH in accordance with its standard methodologies and protocols.

    “Insertion Order” means the directions for executing the advertisement that have been e-mailed ads@scgh.com

    “Start Date” means the date that the Advertising Banner is scheduled to first be available and accessible on the SCGH Web Site.

    “Term of this Agreement” means the term of this Agreement commencing on the date hereof and continuing until termination or expiration as provided herein.

    “Term of Insertion Order” means the period during which the Advertisement specified in the applicable Insertion Order will be displayed, from time to time, on the SCGH Web Site commencing on the applicable Start Date and continuing until the earlier of: (i) termination of that Insertion Order or the Term of this Agreement as provided herein; or (ii) the termination or expiration date specified in that Insertion Order

  2. Impression Reports. Each month SCGH shall provide Advertiser with a report setting forth the number of Impressions for Advertiser’s Advertisements on the SCGH Web Site.
  3. Representations and Warranties/Indemnification. Advertiser is solely responsible for any legal liability arising out of or relating to (a) the Advertisement, (b) any material to which users can link through the Advertisement and (c) the products or services offered through the Advertisement via a hypertext or other link (“Link”) to third party or Advertiser web sites. Advertiser represents and warrants that: (i) Advertiser has the power and authority to enter into and perform its obligations under this Agreement; (ii) the Advertisement and Link comply with SCGH’s advertising standards; (iii) that Advertiser owns all of the unencumbered necessary rights to permit the publication, distribution and use of the Advertisement and Link by SCGH for the purposes of this Agreement; and (iv) that the use, reproduction, distribution, transmission, display or serving of the Advertisement will not violate any laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, or other proprietary, property or other right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, or violation of any antidiscrimination law or regulation (collectively “Indemnified Violation”). Advertiser will continue to own any Advertising Banners and other materials supplied to SCGH by Advertiser. Advertiser grants to SCGH the royalty-free license to copy, modify, publish and distribute the Advertising Banners, trademarks, service marks and other materials delivered by Advertiser for publication on the SCGH Web Site in accordance with this Agreement. SCGH shall own any works or creations prepared by SCGH’s employees or Advertisers, including without limitation those works and creations incorporated by SCGH into any Advertising Banner or other materials supplied by Advertiser. Advertiser shall defend, indemnify and hold SCGH and its employees, officers, directors, shareholders, Advertisers and agents harmless from any and all liability, loss, damage, expense, claim, or cause of action, including, without limitation legal fees and expenses, arising out of or related to Advertiser’s breach (or alleged breach) of this Agreement or any of the representations and warranties contained herein, including, without limitation, any liability, loss, damage, expense, claim, or cause of action arising from an Indemnified Violation. Advertiser and the person submitting the Insertion Order represent and warrant that the persons submitting the Insertion Order has the right and power to enter into this Agreement.
  4. LIMITATIONS ON DAMAGES AND WARRANTIES. IN THE EVENT OF A BREACH OF ANY OF THE TERMS OF THIS AGREEMENT BY SCGH, THE SOLE AND EXCLUSIVE REMEDY OF ADVERTISER AND ITS AGENTS SHALL BE RECOVERY OF DAMAGES NOT TO EXCEED THE AMOUNT PAID BY ADVERTISER FOR THE ADVERTISEMENT IN CONNECTION WITH WHICH THE BREACH OCCURRED. SCGH SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT SCGH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SCGH DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE SERVICES AND PRODUCTS PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT RESTRICTED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SCGH makes no warranty or guaranty whatsoever regarding the availability, operation or content of the SCGH Web Site. Access to the SCGH Web Site is provided on an “AS-IS, AS-AVAILABLE” basis. Advertiser acknowledges that the SCGH Web Site and the Advertisement may be unavailable from time to time for maintenance, service, lack of capacity, network congestion and other causes within or without the control of SCGH.
  5. Default and Termination. Either party may terminate the Term of this Agreement on written notice to the other party if the other party materially breaches this Agreement or an Insertion Order. Sections 1, 3, 4, 5, 6, 7, 9, 11, 12, and 13 and all payment obligations of Advertiser shall survive any termination or expiration of the Term or this Agreement. All sums owed by Advertiser to SCGH shall be immediately due and payable upon termination or expiration of the Term of this Agreement.
  6. Confidentiality.

    6.1. Terms and Conditions; Publicity. The terms and conditions of this Agreement will be considered confidential and will not be disclosed to any third parties except to such party’s employees, independent Advertisers, agents, representatives, accountants and attorneys, on a need-to-know basis only, or except as otherwise required by law. Neither party will disclose the existence of this Agreement prior to the Start Date other than to such party’s employees, independent Advertisers, agents, representatives, accountants and attorneys, or except as otherwise required by law.

    6.2. Privacy of User Information. All information and data provided to SCGH by users of the SCGH Web Site or otherwise collected by SCGH relating to user activity on the SCGH Web Site, shall be retained and owned solely by SCGH.

  7. Reservation of Rights. Notwithstanding anything to the contrary contained in this Agreement, SCGH reserves the right to refuse to serve or display, and reserves the right to remove, any Advertising Banner or other Advertiser-provided material from the SCGH Web Site for any reason or no reason, in its sole discretion.
  8. Assignment. Advertiser shall not assign or otherwise transfer this Agreement and any rights or obligations hereunder without the express written approval of SCGH.
  9. Governing Law. This Agreement shall be construed and controlled by the internal substantive laws of the State of Illinois, without application of conflict of law provisions, and Advertiser consents to jurisdiction and venue in the state and federal courts sitting in Cook County, Illinois.
  10. Termination of Insertion Orders. Advertiser may terminate any Insertion Order by giving at least thirty (30) days prior written notice of the termination effective date. SCGH may terminate any Insertion Order by giving at least fifteen (15) days prior written notice of the termination effective date. In the event of any such termination, all payments for Advertisements pursuant to the applicable Insertion Order shall be immediately due and payable based upon the Impressions actually provided.
  11. Entire Agreement. This Agreement does not constitute an offer by either party and it shall not be effective until Advertiser has submitted Advertisement and SCGH has agreed to display advertisement as evidenced by advertisement appearing on www.sierraclubgreenhome.com. This Agreement and all exhibits, attachments and associated e-mails shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall be deemed to merge all prior and contemporaneous agreements, communications and understandings (both written and oral). The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any Insertion Order. This Agreement may not be modified except by a written agreement signed on behalf of SCGH and Advertiser by their respective duly authorized representatives. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
  12. Force Majeure/Interruption. Neither party shall be liable for any failure to perform any of its obligations under this Agreement (except payment obligations) due to unforeseen circumstances or causes beyond the party’s reasonable control, including without limitation, acts of God, riot, embargoes, acts of governmental authorities, fire, earthquake, flood, accident, strikes, or inability to secure transmission facilities (“Force Majeure”).
  13. Notices. All notices, authorizations, and requests in connection with this Agreement shall be deemed given (i) three days after being deposited in the U.S. mail, postage prepaid, certified or registered, return receipt requested; or (ii) one day after being sent by air express courier, charges prepaid; and addressed to the address for the receiving party set forth above (or to such other address as the party to receiver the notice or request so designates by written notice to the other).