These Standard Terms and Conditions, together with the preceding quote (collectively, the “Agreement”) govern the terms under which Downtown Excelsior Partnership, Inc. may manage digital campaigns for the ADVERTISER. References to “ADVERTISER” in these Standard Terms and Conditions means the “ADVERTISER” as specified in the preceding quote.
Term: This Agreement shall commence on the effective date as indicated by signing and shall remain in effect through the quoted program’s end.
Indemnity and Hold Harmless: ADVERTISER agrees to indemnify, defend, protect and hold free and harmless DEP and its officers, members, directors, and employees from and against any and all liabilities, damages, costs, expenses, obligations, claims, fines, penalties or losses, including but not limited to all attorney’s fees and other costs of defense, arising in any way from the fault of negligence of ADVERTISER, its agents, employees, and sales personnel or from the publication of any editorial or ADVERTISER materials supplied by ADVERTISER, including, without limitation, any such liability arising out of copyright, privacy, or antitrust. ADVERTISER shall not, however, be liable hereunder for any damages or other losses set forth above which are caused by the fault or negligence of DEP.
DEP does hereby indemnify and hold harmless ADVERTISER and its officers, members, directors, and employees from any liability, damages, costs, expenses, obligations, claims, fines, penalties or losses, including but not limited to all attorney’s fees and other costs of defense, arising in any way from the fault of negligence of DEP, its agents, or employees or from the publication of any material supplied by DEP. DEP shall not, however, be liable hereunder for any damages or other losses set forth above which are causes by the fault of negligence of ADVERTISER.
Taxes: All tax and other returns required by city, local, state or federal laws or regulations with respect to the performance of this contract or otherwise in connection with the business of DEP and all payments due thereon, and all fees or other payments due in connection therewith, including generally, but not limited to, income or other tax withholding, social security, unemployment compensation, disability coverage and other taxes shall be made, filed and paid by DEP, and DEP shall had ADVERTISER harmless from any liability with respect thereto.
In addition to the contract value, ADVERTISER agrees to pay any and all sales, value added and other taxes levied or assessed by any government authority by reason of this Agreement and which are at law collectible from the ADVERTISER.
Assignment: Neither party shall have any right or ability to assign, transfer, or sublicense any obligations under this agreement without the prior written consent of the other party (and any attempt will be void), except that either party may (without consent) assign and transfer this Agreement and its rights and obligations hereunder to any successor to substantially all of its business to which this agreement relates.
Modification: This Agreement may only be modified in writing and signed by both parties hereto.
Confidentiality: Information that is disclosed by one party to the other party, and that is marked “confidential”, or which under the circumstances ought reasonably to be treated as confidential information (including this agreement), will be treated as confidential by you. You will not disclose to a third party such information or use such information other than for the purpose for which it was provided without the written consent of us. This limitation will apply for a period of one (1) year after disclosure of such confidential information. The foregoing limitations do not apply to the extent such information: (a) is or subsequently becomes publicly available other than through a breach of these limitations; (b) is already known to the receiving party at the time of disclosure; (c) is developed by the receiving party independent of such information; or (d) is rightfully received from a third party without restrictions on disclosure or use.
DEP and ADVERTISER collectively agree to keep the terms of this Agreement and all information pertaining to the advertising sales and other information pertaining to either party’s business strictly confidential except as may be required to sell Advertising. Disclosure by DEP or ADVERTISER to its attorneys, accountants, or tax advisors and sales representatives, or as may be required by law to any governmental agency or authority or to a court or arbitrator shall be conditioned on all reasonable steps being taken to maintain the confidentiality of the terms of this Agreement. Either party shall notify the other party promptly if any such disclosure is requested or required. Neither party shall issue any press releases or public announcements pertaining to this Agreement or the Advertising Sales unless such releases or announcements have been approved by the other party prior to issuance.
Responsibility for Advertisements: ADVERTISER represents and warrants to DEP that it is fully authorized to deliver, and authorizes DEP to deliver on its partners’ behalf, content through advertisements (including, without limitation, all content such as text, graphics, URLs, and sites to which URLs are linked), and that all content complies with all applicable laws and regulations. If an agency is entering into this Agreement on behalf of an ADVERTISER, Agency agrees to the foregoing representations and also represents and warrants that it is the authorized agent of ADVERTISER, and ADVERTISER is not, as
of the date of this Agreement, in material breach of any agreement with or in default with respect to any amount owed to Agency. It is the responsibility of ADVERTISER or Agency to inform DEP of removed or relocated web content that may adversely affect the advertisements’ ability to deliver appropriate content to visitors. DEP will not be held liable for any clicks delivered to removed or relocated web content, such as those resulting in an HTTP 404 error response code.
Miscellaneous: This Agreement shall be construed and controlled by the laws of the State of Missouri. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. This Agreement does not constitute an offer by DEP and it shall not be effective until signed by ADVERTISER. ADVERTISER will not have direct access to bid management interface, advertising platforms, or metrics such as cost per click incurred and cost per thousand impressions incurred. All platform accounts and contents therein will remain the intellectual property of DEP during and after the program described with this MA. DEP will
pay all media costs directly to 3rd party vendors.
Counts and Make Goods: DEP counts instances of Content being delivered based on requests, and DEP will issue quarterly tracking reports on that basis. ADVERTISER will only be privy to results of their individual advertising or the cumulative results of their program when sponsoring a cooperative initiative.
Commitment and Payment Terms: Unless otherwise agreed upon, ADVERTISER will be billed in full upon advertising campaign activation. DEP will invoice ADVERTISER for all fees under this Agreement, and ADVERTISER will pay DEP all invoiced amounts by October 31, 2023 to DEP. DEP may remove any advertisements and cancel any Agreement, if ADVERTISER is in default of its payment obligations.
Reporting: DEP will provide quarterly reports, at a minimum, taken directly from the applicable advertising account(s) demonstrating key metrics such as clicks, impressions and click-through rates. ADVERTISERS will only be privy to results of their individual advertising or the cumulative results of their program when sponsoring a cooperative initiative.
Independent Status: The parties intend that an independent contractor relationship will be created by this Agreement. Nothing in this Agreement shall be construed as making the parties joint venturers or as making either party or any of its employees the employee of the other.
