Legacy.com Standard Advertising Terms & Conditions
This IO is governed by IAB standard Terms & Conditions Version 3
The following provisions also apply and take priority over the IAB Terms and Conditions:
1. Payment. Payment for the total net cost of the campaign will be due 30 days from receipt of invoice at the conclusion of the campaign. Interest shall accrue at a rate of 1.5 percent per month. In the event that Legacy.com must take legal action against Advertiser to collect any balance due under this Advertising Insertion Order, Advertiser shall also be responsible to pay Legacy.com’s attorney fees and costs in connection with such legal action.
2. Ownership. Legacy.com shall own all right, title and interest in and to all content on the Legacy.com Web site and all other content, html and code created by Legacy.com. Legacy.com will only use original design work provided by Advertiser in conjunction with this Agreement. Advertiser retains sole ownership of any original design work provided to Legacy.com. Legacy.com shall own all right, title and interest in and to any data about users of any Legacy.com Site. Legacy.com reserves the right to change the design, look and feel of its Web site(s) at any time for any reason. Advertiser authorizes Legacy.com to bring any claims Legacy.com may in its reasonable discretion choose to pursue to prevent third party use of the content or data contained in any Advertising, without Advertiser’s consent.
3. Representations and Warranties/Indemnity. Advertiser represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it owns (or has the right to use) all content, including all trademarks and copyrighted material, provided to Legacy.com or otherwise used by Advertiser pursuant to this Agreement; (c) the Advertising and any other content published or displayed pursuant to this Agreement will not violate or infringe any law, rule, regulation or right of any third party; (d) it will fulfill all representations and commitments made in any Advertising; and, (e) it will act at all times in accordance with all applicable laws, rules and regulations. Advertiser shall indemnify, defend and hold harmless Legacy.com, its affiliated companies, and each of their officers, directors, shareholders, employees, representatives and contractors, from every claim, liability, expense or injury related to any allegation regarding: the breach of any representation or warranty made, or failure to perform any obligation undertaken, by Advertiser pursuant to this Agreement; Advertiser’s person, property or assets; the content of, or representations made in, any Advertising or on Advertiser’s Web site; and, any other content, material or information provided, created or used by Advertiser. Legacy.com will have the right to control the defense of any claim involving Legacy.com.
4. Limitation of Liability. If Legacy.com is unable to publish any Advertisement for any reason, Legacy.com shall at its option either (a) provide substitute advertising of comparable value, or (b) refund to Advertiser a pro rata portion of the fee Advertiser has paid to Legacy.com. Such remedy shall be Advertiser’s sole remedy for Legacy.com’s failure to provide Advertising. IN NO EVENT SHALL LEGACY.COM BE LIABLE TO ADVERTISER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND REGARDLESS OF WHETHER LEGACY.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LEGACY.COM BE LIABLE TO ADVERTISER FOR ANY AMOUNT GREATER THAN THE AMOUNT PAID BY ADVERTISER TO LEGACY.COM UNDER THIS AGREEMENT FOR THE MOST RECENT THREE-MONTH PERIOD PRIOR TO ANY ALLEGED CLAIM BY ADVERTISER. LEGACY.COM EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING LEGACY.COM’S SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTY REGARDING (a) THE NUMBER OF PERSONS WHO WILL ACCESS THE ADVERTISEMENT, ANY LEGACY.COM SITE OR THE ADVERTISER WEB SITE; (b) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM ANY ADVERTISING; AND (c) THE SPEED, ACCESSIBILITY, OPERATION OR FUNCTIONALITY OF ANY ADVERTISING TO BE DISPLAYED. All of the rights and protections granted or otherwise afforded Legacy.com hereunder shall also apply to its Affiliates.
6. Force Majeure. Except for payment obligations, neither party shall be liable for failure to perform any obligation required under this Agreement when such failure is due to fire, flood, labor trouble, unavoidable accident, legal restrictions, electronic or electrical interference, telecommunications difficulties, system failure, technical failure, failure of any third party system or product, or any other cause beyond the control of that party.
7. Entire Agreement. Except as otherwise noted herein, this Agreement sets forth the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes and cancels all prior and/or contemporaneous agreements between the Parties, whether expressed or implied, written or oral, including any Agreement provided to Legacy.com by Advertiser. Failure of Legacy.com to enforce any right under this Agreement shall not be construed to, and shall not, waive Legacy.com’s right to enforce any portion of this Agreement. Advertiser may not transfer or assign any of its rights under this Agreement. This Agreement may be modified only by a written document signed by both parties.
8. Governing Law. This Agreement and the validity thereof shall be construed, interpreted and enforced pursuant to and in accordance with the substantive law (excluding choice of law provisions) of the State of Illinois. The Parties agree that any action related to this Agreement or its terms may be brought only in a federal or state court sitting in Chicago, Illinois.