Terms & Conditions
This document constitutes the Terms and Conditions between Over Yonder Magazine, a Viger Holdings Group Corp Company (“OYM”) and the Customer (“Customer”) or all services (“services”) purchased hereon and supersedes all prior understandings, oral or otherwise, between the parties. For certain digital services the Customer may also be referred to as (“Merchant”). The parties intend to be legally bound by these Terms and Conditions as stated. OYM publishes its local advertising magazine under Over Yonder Magazine. OYM has additional products and services that are offered under additional mediums such as internet, mobile marketing, short code marketing, including but not limited to Text2Win, Text4Coupon, Text Tracking. OYM Graphic services are provided via 3rd party and all ads proof must be signed off in person or via email confirmation.
These Terms and Conditions may be executed in counterparts, each of which shall constitute one Document, and all of which when taken together, shall constitute one Document. This Document shall become effective when counterparts are executed by and delivered to each party. Delivery may be by email or other electronic means and delivery shall become effective upon receipt.
This document may not be amended. Over Yonder’s failure to insist on or enforce strict performance of these Terms and Conditions shall not be construed as a waiver by OYM of any provision or any right it has to enforce these Terms and Conditions.
Additional Terms and Conditions may apply to specific products or services whose terms are made a part of these Terms and Conditions by this reference. You agree to abide by such other Terms and Conditions where applicable.
Customer hereby applies for advertising/services via insertion order and is subject to the payment terms described below. All returned check or declined payment fee will be $35.00 per occurrence.
Payment Terms for 3-Month Program (Quarterly) Magazine Print Advertising (Customers who are advertising in our Local Magazine) are as follows: Deposit: 50% due at the signing of the insertion order. Balance Due: 30 days after first ad run in agreed quarterly contract or prior second ad run within the agreed quarter whichever comes first unless otherwise specified on the insertion order. (The print date for local books 20 days prior to the mail week) Shipping Charges: Applicable on insertion orders/ Business Builder Packages.
Payment Terms for 6-Month Program Magazine Print Advertising (Customers who are advertising in our Local Magazine) are as follows: 25% due upon signing of the insertion order. Balance due in four (4) equal payments outlined and agreed upon during insertion order. All payments must be made in full prior to final (6th) running of merchants ad.
Payment Terms for 12-Month (Annual) Magazine Print Advertising (Customers who are advertising in our Local Magazine) are as follows: 25% due upon signing of the insertion order. Balance due in four (3) equal quarterly payments outlined and agreed upon during insertion order. All payments must be made in full prior to final quarter of merchants ad running. Discounts available for lump sum payment options which will be established and agreed upon during insertion order.
Payment Terms for Mobile Short Code (MSCP) Interactive Program: In conjunction with any ad size for advertisers selecting the six and annual ad campaign the MSCP program can be added on for additional fee. The short code service platform is shared across the OYM advertisers and specific ‘key word’ assigned to each advertiser is specific to that business and all leads, information and data associated with that ‘key word’ will not be shared with anyone outside of assigned ad owner. Payment will include set up fees to establish and assign unique ‘key word’. Initial payment (25% deposit of total program cost due at insertion order) and fees will be charged upon acceptance and are non‐refundable. Any manual data entry, other than LCC’s sign up cards or electronic files will be billed an additional charge. Entry includes full name, email address, zip code and birth date. Additional information can be requested with an additional charge. Note: At OYM owners sole discretion exceptions can be made for quarterly ad program partners to leverage this feature. MSCP platform is offered via a 3rd party provider whereby the platform provider and OYM fully comply with federal CAN-SPAM Act, Opt-in/Out, and complies
Over Yonder Magazine reserves the right at its sole discretion, to change their rates, mail dates, mailing areas, book names or to change, modify, add or remove portions of these Terms and Conditions upon 30 days written notice to Customer. Customer shall have the right to cancel pending Insertion Orders for next quarter without penalty if any such change is not acceptable upon written notice to OYM within the 30 day period. If Customer does not so notify OYM, such change will be deemed agreed to by the parties. Under any termination of Insertion Orders by Customer or Over Yonder Magazine, Customer will continue to be obligated to pay all amounts owing for services that have already been provided, and to otherwise perform the Terms and Conditions of this Document.
Over Yonder Magazine reserves the right to cancel credit granted to any Customer at any time, with or without cause. In the event that payment is not made in accordance with the conditions of the payment terms. OYM reserves the right at any time without notice to Customer, to cancel or reject all or any of the advertising and or services which are the subject of these Terms and Conditions. If any advertising and or service are not provided due to nonpayment on behalf of the Customer, it will be considered a violation of these Terms and Conditions and may result in cancellation penalties listed under the Cancellation/Termination Section.
If any invoice is not paid in accordance with its terms, there shall be added thereto and made an integral part thereof a late charge at the rate of 10% per month on the unpaid balance for each month or fraction of a month, that such balance remains unpaid, plus all costs incurred in collection, together with attorneys’ fees of 30% of such unpaid balance.
OYM may impose limitations on the number of ACH payments accepted and dollar amount of each payment when using this method of payment. When OYM receives ACH payment instructions, payment will post within two to five business days of the scheduled date. Business days are considered Monday through Friday, excluding Federal holidays. If any ACH debit or check is returned as unpaid by the financial institution for any reason, Customer may be charged a return payment fee of $35.00 and may also be charged late fees based on these Terms and Conditions.
If credit/debit card or ACH Debit information is provided to OYM, then Customer and the authorized user of such credit card or account hereby authorize OYM to charge such credit card or account for all amounts which become due to OYM under all insertion orders and terms placed with OYM by Customer, including all charges incurred with cancellation or Termination of future services or products. This authorization can be revoked only by written notice delivered to the corporate office in Mooresville, NC.
OYM may accept letters, checks or other types of payments showing “payment in full” or using other language to indicate satisfaction of Customer’s debt (“disputed amounts”) without waiving any of Over Yonder’s rights to receive full payment under these Terms and Conditions.
If Customer is an agent for the entity on behalf of whom the advertisement and or services are provided, Customer shall be liable for complying with all the Terms and Conditions, including payment for all advertising and/or services provided regardless of the entity’s failure to pay Agent.
The pricing, terms and mobile marketing program (MSCP) offered by Over Yonder Magazine in connection with the advertising or services purchased constitute confidential information and may not be disclosed by either party to any third party except as necessary to carry out the terms of the Insertion Orders or as required by law.
Customer shall be liable for payment of all advertising and/ or services provided run pursuant to the Insertion Orders, even if some or all of the advertising and/or services are placed on a co‐op basis with a third party.
OYM may, in its sole discretion, edit, classify, or reject at any time any advertising copy submitted by Customer.
Customer agrees that OYM may display the printed ad and/or coupon on Over Yonder Magazine’s web sites, third party web sites, mobile devices, optical or electronic media, or other similar formats (“New Media Formats”) for the term of the advertisement. Additionally, Customer agrees its business contact information may be listed in the online directory on such websites. Should Customer not want its coupon or ad published on any of the Media Formats, Customer can unsubscribe by sending an email to this effect with specific direction to firstname.lastname@example.org or mail letter to Over Yonder Magazine PO BOX 335 Mooresville, NC 28115. Additional online & mobile device service charges will still apply.
Company may dispose of any description or advertising materials delivered to it unless acceptable prepaid return arrangements have previously been made
Obligations of Customer
Customer shall be liable and shall indemnify Over Yonder Magazine for all sales, service or other taxes which are not collected at the time of payment, but which are ultimately determined to be payable in connection the services/products provided. Customer understands that the individual state and local sales taxes and their applicability may change which may impact the tax reflected on the Insertion Order(s). If there is a change in the sales tax as stated on the Insertion Order(s), the Over Yonder Magazine invoice will include the applicable sales tax.
Tangible goods such as Rewards cards and related equipment may be taxable. Printing Services are taxable in many states. However, sales tax may not be applicable to print advertising which is direct mailed by the US Postal Service depending on the state. That portion of the order must be indicated.
Customer agrees to assume responsibility for all errors in copy, proofread by Customer where the materials that printed correspond to the approved proof. Customer agrees to return proof within 24 hours of its receipt. If OYM and/or assigned graphic design service provider does not receive written notice of corrections within 24 hours, that final proof shall be deemed approved by the Customer and the materials will print as they appear on the final proof.
Customer agrees to notify OYM in writing within 30 days of any errors or for any request for credit of any kind for any reason
Over Yonder Magazine reserves the right to terminate any insertion order in part or in its entirety at any time with or without cause.
The Cancellation/Termination policy is as follows for Magazine Print Advertising (Local) and Off Page Products (MSCP):
Customer may cancel their order without penalty within three business days of signing the insertion order, providing no ad copy has been submitted. If ad copy has been submitted, Customer will be liable for 100% of the contracted rate.
On the fourth day if Customer cancels and ad copy has not been submitted, Customer will be liable for 50% of all unpublished ads. All programs are prorated by quarters (three month print/mail terms). As magazines are printed in ~45,000 batches and mailed through US Postal Service in ~15,000 copies distributed monthly. Therefore, prorations will be calculated quarterly. Three month (Quarterly Programs) will run its entire course and no refund/prorations options for this program agreement. Client is liable for 100% of 3-Month program after cancellation window has expired. 6-Month Programs are broken up into two print runs and maximum refund would be 50% if final quarter has not been printed and cancellation terms and deadlines have been met. 12-Month (Annual) Programs like 6-Month Program option all cancellations must be done in writing within the proper cut off deadlines and cancellation terms.
Customer is responsible to pay for all products that have printed. No exceptions.
Magazine Print Ads (Quarterly) 3-Month Package Cancellation/Termination Policy:
Advertiser may cancel contract without penalty within three calendar days of signing, if no ad copy has been submitted. All cancellations must be in writing and sent to the corporate office Over Yonder Magazine PO BOX 335 Mooresville, NC 28115 to the attention of your sales rep. Cancellations requests must have conformation response in writing via signature certified mail, postal reply letter or email confirmation. It is solely up to the advertiser to ensure request for cancellation of services has been received. Call, email or write your sales rep to inquire and request written acknowledgement.
6-Month Program, 12-Month Program and Mobile Short Code (MSCP) Programs follow the same terms of cancellation. Cancellations are quarter by quarter basis. For example, an annual 12-Month Program advertiser has run ads in two of four quarters and decides to cancel. But missed the cut off for Q3 print run the advertiser would not be charged and/or refunded (if lump sum payment was made) for Q4 only and his/her ad would run in the Q3 publication. On the other hand, if the advertiser met the proper cut off window he/she would be refunded and/or not charged for Q3 and Q4 and agreement would cease.
On fourth day after signing the contract, if Advertiser requests to cancel the remainder of their contract, Advertiser will be responsible to pay all delinquent monthly installments as of the date cancellation is received in our corporate office and up to 50% of the unpublished ads. Once all ads have published, Advertiser may not cancel contract and will be responsible to pay the monthly remaining installments as contracted.
Disclaimer of Warranties and Limitations of Over Yonder’s Liability
Over Yonder Magazine makes no warranties, express or implied, with respect to results Customer may obtain through products and services supplied by OYM.
OYM intends to use its best efforts to ensure that all products and services are carried out in accordance with these Terms and Conditions and Insertion Orders; however, it is possible for errors, omissions or other mishaps to occur. OYM shall have no liability in such a case. OYM does not guarantee exact color matches, position or exclusivity.
Over Yonder’s liability to Customer for delays in publication (including publications containing assigned Call Track Numbers), failure to include all or any items in a publication or from errors with any product or service shall not exceed the amount paid for the relevant part of such advertising, product or services in which the errors or omissions occurred. OYM shall not be required to correct any error or omission in any advertising, product or service.
OYM shall not be liable to Customer for any indirect, special, consequential, punitive or other damages.
Customer understands that the magazine or any direct mailed product may not be delivered to consumers’ homes for up to six days after Over Yonder’s projected mail week due to U.S. Postal Regulations.
OYM reserves the right to increase circulation without notification for magazine print ads. If this were to happen there would be no cost to the client unless rate established is based on cost per piece mailed.
Copyrights and Trademarks/Ownership of Advertising Materials
Customer owns and assumes sole responsibility for the protection of its copyrighted material (in any writing, pictorial illustration, etc.) provided for inclusion in its advertising and /or services purchased.
Customer warrants that it has the right to use any trademark, trade name or service mark in the manner and in accordance with the copy submitted. Customer further warrants it has the right to use any name, portrait, picture or illustration shown included in the copy submitted to Over Yonder Magazine. Customer agrees to give prompt notice in writing if it should cease to have such right.
Customer hereby agrees to permit OYM to use, copy and publish any and all writings, illustrations, photographs, trademarks, service marks, names, images, likenesses, musical works, sound recordings, audio‐visual works, and any other information or property (whether or not subject to copyright, trademark, or any other intellectual property protection) provided to OYM by Customer in the marketing and promotion in any media of Over Yonder’s business, and hereby agrees to execute any and all instruments necessary to accomplish the same, such as licenses and releases. All copy which represents the creative effort of OYM and/or the utilization of creativity, illustrations, labor, composition or material furnished by it, is and remains the property of OYM, including all rights of copyright therein and to the publication in which Customer’s ad appears. Customer understands and agrees that it cannot authorize photographic or other reproduction, in whole or in part, of any such advertising copy noted in the paragraph above, for use in any other medium without Over Yonder’s prior written consent.
Agreement for Use of Materials
Customer and signer each represents and warrants that Customer has authority to permit Over Yonder Magazine to publish all materials (artwork, photos, fonts, text, etc.) provided to Over Yonder Magazine. Customer and the signer personally shall indemnify, defend and hold harmless Over Yonder Magazine, its agents, directors, shareholders and employees for all liabilities, actions, loss, damage or expenses of any kind (including attorneys’ fees) incurred in connection with Over Yonder Magazine's use of such materials including any Customer‐directed modification of the materials or components thereof. Any photos supplied by or taken by or taken on behalf of Over Yonder Magazine representative are for exclusive use in Over Yonder Magazine products and may not be used elsewhere.
Customer agrees to indemnify, defend and hold harmless OYM from all claims (whether valid or invalid), suits, judgments, proceedings, losses, damages, costs and expenses, of any nature whatsoever (including reasonable attorneys’ fees) for which OYM, or any of its affiliates, may become liable by reason of Over Yonder Magazine publication of Customer’s advertising and/or services provided by OYM, unless due to Over Yonder’s gross negligence or willful misconduct.
Customer acknowledges and consents to OYM modifying its advertising materials, extracting images and components from such materials for use in publication of Advertisement and any other products or services purchased by Customer.
Customer represents and warrants that it owns all rights to such Customer materials and the components, including images, logos, photos, graphics, etc. without copyright restrictions or obligation – either ethical, legal or financial – to a third party designer, agency or other third party and that Customer has full rights to authorize OYM to modify such Customer materials and/or use the components in the products/services that are to be published by OYM.
No Sequential Liability
Over Yonder Magazine does not accept advertising orders or space reservations claiming sequential liability. This Document renders void any statements concerning liability which appear on correspondence from Customer or any entity the Customer may be representing.
Each party’s obligations under the Terms and Conditions are conditional on strikes, fires, acts of God or the public enemy, war, or any cause not subject to the control of such party.
If any paragraph or portion of this Document is declared invalid under local law, it is only to that extent to be omitted, and all other Terms and Conditions of this Document shall remain in full force and effect.
These Terms and Conditions or Insertion Order(s) may not be assigned without the express written consent of Over Yonder Magazine.
This Document and subsequent Insertion Order(s) are entered into in Iredell County, Mooresville, North Carolina, and all parties hereto consent to personal jurisdiction in the courts of the Commonwealth of North Carolina sitting in Iredell and Mecklenburg County, for all actions arising under or in connection with these documents.
Merchant wishes to provide, through the Company’s website, or located at any successor URL and via selected third party web sites and mobile applications, (the “Site”), the opportunity for consumers (“Consumers”) to purchase certificates that provide a discount on the purchase of Merchant’s goods or services (“Discount Certificates”). The amount that a consumer pays for the Discount Certificate is the “Payment.” The amount for which consumers may redeem a Discount Certificate with Merchant is the “Value.” Company will determine, in its sole discretion, whether and when to schedule a Discount Certificate for promotion. In order to promote each Discount Certificate that Company schedules for promotion, Company will send at least one (1) email to Site subscribers containing the terms of Merchant’s Discount Certificate promotion. If a certain number of Site subscribers (as specified by Merchant in the applicable Agreement) offer to purchase the Discount Certificate within a certain time period (as specified by the Merchant in the applicable Agreement), then those subscribers will purchase and receive the Discount Certificate from Merchant. If the required number of subscribers does not offer to purchase the Discount Certificate within the prescribed time period, then subscribers will not be able to purchase the Discount Certificate. Except as otherwise stated on a Discount Certificate or required by law, the restrictions set forth in the DoubleTakeDeals.com Terms of Service shall apply to all Discount Certificates.
Merchant agrees that at the sole discretion of Company, the Discount Certificate may be featured on several Affiliate Websites
With respect to each Discount Certificate for which the applicable Minimum Number of consumers offers to purchase the Discount Certificate in the Offer Purchase Period, Company will collect the Payments for such Discount Certificate from consumers.
Merchant authorizes Company to apply any portion or all of the promotion toward any outstanding balances owed to Company or its affiliates.
Merchant understands that payment will be withheld until the Federal Tax ID/Social Security Number and direct deposit banking information is provided. Merchant also understands that the Remittance Amount is considered taxable income to the Merchant and will be reported to the IRS on form 1099‐Misc after the end of the calendar year.
If Merchant is using an advertising agency for the purposes of this Agreement, Merchant and such agency (the “Agent”) shall be jointly and severally liable hereunder, and Company may pursue any applicable remedies in the event of default of these Terms and Conditions (including any under‐ or non‐ payment) against Agent or Merchant or both without any requirement of first seeking a remedy from one or the other. These Terms and Conditions render void any statements concerning liability which may appear on correspondence from Agency or Merchant. Merchant and Agent further agree that Company does not and will not accept Order Forms claiming sequential liability. The person or entity signing this contract on behalf of Merchant warrants that such person or entity is duly authorized and has the full power to bind Merchant to this contract, and agrees to indemnify and hold Company and its subsidiaries and affiliated companies, and all of their respective employees, officers, directors, agents, successors and assigns, harmless from any and all claims, losses, damages or costs (including reasonable attorneys’ fees) arising out of a breach of the foregoing warranty. Merchant shall be solely responsible for any commission or other payment due to Agent.
Discount Certificate Description
Merchant shall provide to Company on the Insertion Order a detailed description for each Discount Certificate offer. Such detailed description shall include the Featured City, the Payment (or Price) and the Value of each Discount Certificate, the number of consumers that must offer to purchase the Discount Certificate in order for consumers to be allowed to purchase the Discount Certificate (the “tipping point”) (if applicable), the duration of the time period during which consumers may offer to purchase the Discount Certificate (the “Offer Purchase Period ”), a description of the products and/or services that can be redeemed using the Discount Certificate, the retail value of those products and/ or services, any limitations or exclusions on products and/or services that can be redeemed using the Discount Certificate, any applicable taxes, charges or fees and any other unusual or important features, conditions, or restrictions. An expiration date of 6 or 12 months will generally apply. Merchant represents and warrants that all descriptions and information provided to Company will be accurate, complete and in compliance with all applicable laws. Company may dispose of any description or advertising materials delivered to it unless acceptable prepaid return arrangements have previously been made. Merchant agrees not to change the deal terms after Insertion Order is signed unless jointly agreed with Management at the corporate office.
Deal will run online for the length that the magazine is valid, but a minimum of fourteen days from the latest in‐home date unless Merchant specifically states limited number of certificates in the details of the deal. Typically all ads run quarterly therefore ads good for 90 days is the required minimum. Although, subsequent mobile programs ran outside the advertising coupon or deal can be set with specific terms and availability these are above and beyond the quarterly advertisement print offer and customized on a case by case basis.
Company is not Product/Service Provider
Company is responsible only for the administration of the Discount Certificate promotion. Company does not act as agent for either the Merchant or the consumer for any purpose. Merchant, not Company, is the vendor and the provider of the products and/or services promoted in any Discount Certificate promotion, and Company assumes no responsibility for such products and/or services in any respect. Merchant is solely responsible for such products and services. Merchant, not Company, is the issuer of the Discount Certificates. Any terms and conditions applicable to the products and/or services described in the Discount Certificates are the responsibility of the Merchant and the consumer, and not of the Company.
Merchant Responsibilities Pertaining to Discount Certificates
Merchant agrees to fully cooperate with the promotion, sale and redemption of Discount Certificates. This includes, but is not limited to the following: Merchant agrees to accept valid Discount Certificates in exchange for products and/or services as described in the promotion.
Merchant shall not use any method, mechanism, device or software to affect the proper functioning of the Discount Certificate promotion.
Merchant agrees to not engage in any similar online offer during the Offer Purchase Period nor in the three weeks prior.
In the event that Merchant does not honor the terms printed in the magazine ad, Merchant is liable for the uncovered value of to the consumer. The Merchant will be liable for any refunds given to consumers affiliated with advertised deal and/or offer.
Merchant acknowledges and agrees that Site visitors may be given the opportunity to provide reviews and/or feedback relating to Merchant and its products or services; that some of such reviews and feedback may be positive, while other such reviews and feedback may be negative; that Company cannot and does not review all such reviews and feedback, nor does Company have any control over such reviews and feedback; and that under no circumstances shall Company be held responsible or liable for any claims or damages arising out of any reviews or feedback, nor shall Company be obligated to edit or remove any reviews or feedback from the Site.
Taxes & Licenses for Digital Services
It is the Merchant’s responsibility to ensure that all taxes that apply to the products or services have been collected, reported, and remitted to the appropriate tax authorities. It is Merchant’s responsibility to obtain any applicable or necessary licenses, conveyances, or any other form of approval for the products or services sold and to any fees associated therewith. Merchant warrants that Merchant is registered for sales and use tax purposes in all states in which Merchant’s goods and services will be provided pursuant to the terms of the Discount Certificate.
Merchant shall be liable and shall indemnify Company for all sales, service or other taxes which are not collected at the time of payment, but which are ultimately determined to be payable in connection with these Terms and Conditions. Merchant understands that the individual state and local sales taxes and their applicability may change which may impact the tax noted on invoices. If there is a change in the sales tax as stated in this document, the final payment will be adjusted, with respect to direct mail advertising.
Any user or usage data or information collected via the Site or related to the Site shall be the property of Company. Merchant shall have no rights in such information by virtue of this Agreement. In the sole discretion of OYM can/will share this information with the advertiser. If customer information is shared with advertiser OYM shall not be held liable for federal regulations or misuse of said contact information.
Company shall not be responsible for any Discount Certificate promotion or other material that is not properly displayed or that cannot be accessed or viewed because the material was not received by Company in the proper form, in a timely manner, or in an acceptable technical quality for display on the Site. This document cannot be invalidated for, and Company will not be liable for, typographical errors, incorrect insertions or omissions in any Discount Certificate or Discount Certificate promotional materials displayed pursuant to these Terms and Conditions or omitted from display including print advertising.
Failure to Promote Discount Certificate
Company is not required to promote any Discount Certificate or other material for the benefit of any person or entity other than Merchant. If, for reasons beyond Company’s control, including, but not limited to, legal restrictions, acts of God, labor disputes, force majeure, necessity, mechanical or electronic failure, there is an interruption or omission of the display or promotion of any Discount Certificate or other material to be displayed hereunder, Company may suggest a substitute time period for the display of the interrupted or omitted Discount Certificate or material. Such substitution in time period shall be Merchant’s sole remedy for any failure to display or promote a Discount Certificate and Company shall have no further liability, including print advertising.
Reservation of Rights
Company may, in its sole discretion, edit, reject or remove from its Site at any time any or other material submitted by Merchant or Agent.
Representations and Warranties
Merchant represents and warrants that all terms and descriptions for Discount Certificates, and all advertising and other material it supplies to Company (a) is original, accurate, and complete, and shall comply with all applicable laws, rules, and regulations, including without limitation all applicable laws, rules, and regulations governing: (i) gift certificates, coupons, unclaimed property, and escheat, and (ii) the products and services provided by Merchant; and (b) does not contain libelous or slanderous material, or violate or infringe the personal or proprietary rights of any person or other entity (including without limitation rights of copyright, trademark, privacy or publicity). You agree to comply with the Federal Reserve rules for gift cards and gift certificates which went into effect on August 22, 2010, and any subsequent rules that have come into effect.
Indemnification for Digital Services
Merchant will indemnify and hold Company, its site vendors, third party distribution affiliates, parent company (Viger Holdings Group Corp.) and all of their respective subsidiaries Over Yonder Magazine and affiliated companies, employees, officers, directors, agents, successors and assigns (each an “Indemnified Party”), harmless against all claims, losses, damages, and costs (including reasonable attorneys’ fees), resulting from (a) any Discount, Coupon, Redeemable Certificate, Discount Certificate promotion, or other material of Merchant on the Site or the Merchant’s site (including without limitation claims that the Discount Certificate or material contains libelous or slanderous material, or violates applicable law or the personal or proprietary rights of any person or other entity, or claims based on Merchant’s negligence or strict liability for a defective product), (b) the breach or alleged breach of any representation or warranty made by Merchant in this Agreement, (c) any claim relating to Merchant’s products or services, a Discount Certificate, the promotion of a Discount Certificate, or the redemption of a Discount Certificate, or (d) any taxes or unclaimed property liability arising out of the promotion and/or redemption of a Discount Certificate. Merchant shall defend at its own expense any litigation instituted by any person or entity against an Indemnified Party resulting from a claim covered by the preceding sentence. An Indemnified Party shall have the right, at its option, to defend such litigation jointly with Merchant.
DISCLAIMER; LIMITATION OF LIABILITY
ALL DISCOUNT CERTIFICATES, AND THE PRODUCTS AND SERVICES FOR WHICH A DISCOUNT CERTIFICATE MAY BE REDEEMED, ARE PROMOTED BY COMPANY ON THE BASIS OF THE REPRESENTATIONS MADE BY THE MERCHANT. COMPANY MAKES NO WARRANTIES EXPRESS OR IMPLIED, AND COMPANY SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO MERCHANT OR ANY OTHER PERSON WITH RESPECT TO ANY LIABILITY, LOSS OR DAMAGES, INCLUDING, WITHOUT LIMITATION LOSS OF PROFITS OR SPECIAL OR CONSEQUENTIAL DAMAGES, CAUSED BY OR ARISING OUT OF, EITHER DIRECTLY OR INDIRECTLY, ANY BREACH BY COMPANY OF ANY OF THESE TERMS AND CONDITIONS, OR IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH ANY DISCOUNT CERTIFICATE OR DISCOUNT CERTIFICATE PROMOTION, ADVERTISEMENT, OR OTHER MATERIAL DISPLAYED ON THE “SITE” OR MERCHANT’S SITE(S), THE MANNER IN WHICH ANY MATERIAL IS DISPLAYED ON C THE “SITE” OR MERCHANT’S SITE(S), OR THE FAILURE TO DISPLAY ANY DISCOUNT CERTIFICATE OR DISCOUNT CERTIFICATE PROMOTION, ADVERTISEMENT, OR OTHER MATERIAL ON THE “SITE” OR MERCHANT’S SITE(S). SPECIFICALLY, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY DISCOUNT CERTIFICATE OR DISCOUNT CERTIFICATE PROMOTION, ADVERTISEMENT(S), OR OTHER MATERIAL WILL BE DISPLAYED ON THE “SITE” OR MERCHANT’S SITE WITHOUT INTERRUPTION OR ERROR. IN NO EVENT SHALL COMPANY’S LIABILITY FOR ANY REASON OR UNDER ANY THEORY EXCEED THE AMOUNT PAID TO IT BY MERCHANT AS STATED ON INSERTION ORDER.
Level of Sales
Company does not guarantee any minimum level of sales or leads.
Term and Termination for Digital Services
Either Company or Merchant may terminate Service at any time, with or without cause, upon thirty (30) days’ prior written notice but Merchant is responsible to honor any offer(s) until their expiration. Upon the written agreement of the parties, this Agreement may be extended to cover additional Discount Certificates, materials, or time periods upon the same terms and conditions.
Third Party Beneficiaries
The disclaimers and limitations of liability made by Company, and the representations and warranties made by Merchant in this document shall apply to Company’s vendors as intended third party beneficiaries of these Terms and Conditions.
Photographs of individuals submitted by Merchant or Agency to be used in advertising must be accompanied by a signed release from the individual permitting the use of the photograph(s). And documents held at advertisers expense. OYM has the right to assume that all proper and legal protocols have been executed prior to printing materials as it pertains to photo release agreements.
Any notice required or permitted under these Terms and Conditions shall be in writing and shall be delivered to the receiving party at its address listed below (or such other address as such party may designate in a written notice to the other party) by hand delivery; registered, express, or certified mail, return receipt requested, postage prepaid; or nationally‐recognized express courier. Such notice shall be deemed effective upon receipt of refusal.
Request for Credit for Digital Services
Any claims by Merchant related to amounts incorrectly paid must be submitted in writing to the Company within sixty (60) days of the payment date or the claim will be waived.
Governing Law for Digital Services
These Terms and Conditions as they refer to Digital Services are governed by the laws of the State of North Carolina, without reference to its conflict of law rules.
Waiver of Jury Trial
Each party specifically waives any right to trial by jury in any court with respect to any claim against the other arising out of or connected in any with Digital Services provided by Company.
Mobile Short Code (MSCP) Interactive Program Terms & Conditions
How to Opt-in
Users may 'Opt-in' (sign up for service or to receive information) to a service by texting the ‘Key word’ to the SHORT CODE. Or, you may be directed to a website to 'Opt-in'. If you 'Opt-in' online, you will be required to confirm your intent by replying "YES" or “Y” to the opt-in confirmation message that you receive on your handset or mobile phone device.
By opting into the ‘Key word’ on the Short Code, you agree to receive text messages, at the stated frequency, from the content provider for that ‘Key word’ only. For example you can send Pizza10 to 45451 and we’ll guide you through the process from your mobile phone. 2 msgs/day max. Text HELP for help. Reply STOP to end
How to Opt-out
Example to Opt-Out (discontinue service), text "STOP" to 45451 from your mobile device. You will not receive any additional messages. You may also Opt-out by texting "QUIT", "END", "CANCEL", "UNSUBSCRIBE", or "STOP ALL" to any text message you receive. For example, to opt-out from our SMS service, you can text STOP to 45451 from your mobile phone and we will unsubscribe you from our SMS text messaging service immediately. You will not receive any additional messages until you re-register.
Need to add the 3rd party mobile text service provider legal protection and terms here…
· Legal terms
· Indemnification bylaws
· Fees that may apply via cell service providers
· Agreement not to promote or sell illegal items using OYM or 3rd party service