Advertising Terms and Conditions
westendtheatre.com Standard Terms and Conditions
1. Display of Advertising Material
- Westendtheatre.com 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 Westendtheatre.com is otherwise unable to display such advertisements, Westendtheatre.com will work with advertisers to display the affected advertisements elsewhere in comparable areas of the Westendtheatre.com site.
- The advertising inventory under this Insertion Order is for use solely by the Advertiser and may not be used by any third party.
- Any guarantees are to impressions (as measured by Westendtheatre.com in accordance with its standard methodologies and protocols), not “click throughs”.
- Westendtheatre.com will discontinue the display of advertisements when the scheduled display stop date is reached.
- The Advertiser must provide all necessary artwork and active URLs to Westendtheatre.com in the time frame and as specified within the Advertising Specifications.
- Westendtheatre.com will be entitled to reject or discontinue advertisements at any time. In such event, the Advertiser will be responsible for only a pro-rata portion of payments due hereunder, based on days delivered, pro-rata.
- The Advertiser shall bear full responsibility for all products or services offered, sold, or licensed through the advertisements or the Advertiser’s website. The Advertiser will collect and pay all taxes related to the sale or licensing of such products or services.
- Payment on credit accounts is due one calendar month following the day on which the advertisement has first appeared. Where payment is not made by the due date, Westendtheatre.com reserves the right to charge interest on the amount at 15% per annum and suspend any series booking. The major credit cards are accepted as payment, together with cheques supported by a suitable cheque guarantee card or those drawn on a company account.
2. Legal Terms & Conditions
License and Warranties. The Advertiser hereby grants Westendtheatre.com 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 Westendtheatre.com website. The 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. The Advertiser certifies that the advertisements and the Advertiser’s website will at all times comply with all standard, written policies applicable to Westendtheatre.com, including the privacy policies and advertising specifications.
Westendtheatre.com Trademarks. Advertiser shall not use, display or modify Westendtheatre.com’s trademarks in any manner without the prior written consent of Westendtheatre.com.
Limitation of Liability; Disclaimer; Indemnification. (A) Except in connection with the confidentiality, solicitation, tax and indemnity provisions herein, damages under this agreement shall be limited to direct damages, (B) Westendtheatre.com does not make and specifically disclaims any representations or warranties, express or implied, and under no circumstances will Westendtheatre.com’s aggregate liability hereunder or in connection herewith (including, without limitation, in respect of the indemnity below) exceed the advertising fees actually paid by the Advertiser to Westendtheatre.com hereunder, and (C) each party (“indemnifying party”) hereby agrees to indemnify, defend and hold harmless the other party and the officers, directors, agents, affiliates, distributors, franchises and employees of the other party from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of any material breach by indemnifying party of any duty, representation or warranty under these Terms and Condition.
Related Limitations and Covenants.
Neither Westendtheatre.com nor its affiliates shall have any liability whatsoever by reason of error for which they may be responsible in any advertisement beyond liability to give the advertiser or advertising agency credit for so much of the space occupied by the advertisement as is materially affected by the error; and its obligation to give such credit shall not apply unless it is notified of the inaccuracy within 48 hours following the posting error.
Westendtheatre.com does not guarantee any given level of circulation, distribution, reach or readership for any advertisement.
The advertiser and advertising agency jointly and severally assume liability for all content (including text representation, illustrations, updates and links to other internet content) of advertisements published and also assumes responsibility for any claims arising therefrom made against Westendtheatre.com or its affiliates, including all costs associated with defending any such claim.
All advertising copy that may be mistaken by a reader as news, feature or other non-advertising materials must be clearly marked as an advertisement.
Westendtheatre.com 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.
In the event an account is referred to a third party for collection, advertiser and advertising agency agree to pay all collection fees including attorneys’ fees and court costs incurred to effect collection.
- The Advertiser shall not send unsolicited, commercial email or other online communications (e.g., “spam”) through or into Westendtheatre.com and shall comply with all standard Westendtheatre.com bulk email policies.
- Advertiser shall ensure that its collection, use and disclosure of information obtained from Westendtheatre.com users under this Insertion Order complies with all applicable laws, regulations and privacy policies.
- Advertiser shall not disclose such user information to any party, nor shall Advertiser use or allow any other party to use such user information in any manner that is or could reasonably be expected to be used by or on behalf of any product or service competitive with Westendtheatre.com. This section shall survive the completion, expiration, termination or cancellation of this Insertion Order for a period of two (2) years.
Both parties will keep the existence and terms of this Insertion Order confidential and neither party will publish any press release related hereto without the prior written consent of the other party.
- Either party may terminate this Insertion Order in the event of a material breach of this Insertion Order by the other party, which remains uncured after ten (10) days written notice thereof. In addition, Westendtheatre.com may terminate this Insertion Order upon a material breach by the Advertiser of any other agreement between the parties which is not cured within cure period set forth in such agreement. If Westendtheatre.com terminates this Insertion Order due to the Advertiser’s material breach of any requirement of this Insertion Order or of any other written agreement with Westendtheatre.com, all of the Advertiser’s payment obligations hereunder shall survive such termination. If the Advertiser terminates this Insertion Order due to Westendtheatre.com’s material breach of this Insertion Order, the Advertiser will be responsible only for the Pro-rata Payments.
- Westendtheatre.com may terminate this Insertion Order at any time for any reason upon fifteen (15) days written notice to the Advertiser (or upon such shorter notice as may be designated by Westendtheatre.com in the event that Westendtheatre.com believes in good faith that further display of the advertisements will expose Westendtheatre.com to liability or other adverse consequences). In such event, the Advertiser will be responsible only for only the Pro-Rata Payments.
- This Insertion Order sets forth the entire agreement between Advertiser and Westendtheatre.com with respect to the transactions set forth herein, and supersedes any and all prior agreements of Westendtheatre.com or Advertiser with respect to such transactions. If an advertising agency signs this Insertion Order on behalf of Advertiser, the agency thereby represents and warrants that it has full authority to bind Advertiser to the terms of this Insertion Order and that it will ensure that Advertiser complies with all such terms.
- Advertiser shall not make any assignment of this Insertion Order or any rights benefits or obligations hereunder (including, without limitation, by way of merger or consolidation) without the prior written consent of Westendtheatre.com. In the event of an assignment, this Insertion Order shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.
- These conditions and all other express terms of the contract shall be governed and construed in accordance with English law, and disputes shall be settled in English courts.