Munchkin Fun advertiser Terms & Conditions

No advertising agreement shall be valid unless sent by an authorized agent of Munchkin Fun, LLC (the “Company”).

  1. The Advertiser grants the Company a non-exclusive, royalty-free, worldwide license in connection with this contract to: (i) use, copy, adapt, reformat, recompile, manipulate, communicate by telecommunication, and/or modify any part of the Advertiser’s advertising materials (“Advertisements”) for public performance, public display, and distribution, (ii) access, index, cache, and display the website(s) to which the Advertisements link, or any portion thereof, by any means, including web spiders and/or crawlers, (iii) create and display copies of any text, images, graphics, audio, or video on the websites to which the Advertisements link or elsewhere, and
(iv) distribute the Advertisements through the websites, properties, applications and/or devices described in this contract (the “Distribution Network”). The Advertiser agrees that the Company shall have no liability for the Advertisements. The Advertiser must provide all Advertisements
to the Company for review before it any such Advertisement is published to the Distribution Net- work. The Company may refuse, reject, truncate, edit, cancel, or remove any Advertisement or space reservation in its sole discretion at any time. Advertisements may be subject to inventory availability, and the final decision as to relevancy is at the Company’s discretion. The Company does not guarantee that any Advertisement will be placed in, or available through, any part of the Distribution Network, nor does the Company guarantee that any Advertisement will appear in a particular position or rank.
  2. The Company shall have the right to terminate any contract at any time and any contract is accepted subject to this reservation. Rates are subject to change and shall become effective on the date set forth on the new rate card or 30 days after mailing, whichever is later. The Advertiser may terminate any contract on the date the new rates become effective, provided that prior to the effective date, the Advertiser gives to the Company written notice of its intent to terminate the contract. A continuation of contract means acceptance of these rates under all other terms of this contract. If termination occurs within the first year of contract or prior to the contract fulfillment, a short rate of 75% of the remaining contract obligation will be charged and become due as per terms stated under clause 18. Termination of this contract can only be made providing the Company 30 days advance notice in writing.
  3. The Company shall have the right to terminate any contract at any time, with or without notice to the Advertiser, for non-payment of any invoice by its due date or for failure to perform any other obligation specified in this contract. In the event of such termination by the Company,
the Advertiser shall pay the Company for all advertising theretofore published according to the contract rate(s). In the event the Advertiser fails to pay any amount due for advertising and the Company finds it necessary to refer the Advertiser’s account to any attorney for collection, these attorney’s fees and any court costs associated with the costs of collection will be added to the outstanding balance due to the Company. It is agreed that the venue in any legal action that may be taken to enforce these terms and conditions and any advertising contract shall be in the city of Miami, Florida. The laws of the state of Florida shall control in all legal matters.
  4. The Advertiser warrants and represents that any Advertisement submitted to the Company is original, does not violate any law, or infringe the copyrights, trademarks, tradename or patents of any other person, entity, or corporation, and contains no matter which is libelous, an invasion of privacy; an unlawful appropriation of the name or likeness, or is otherwise injurious to rights of any other person and that the Advertiser has obtained all necessary consents prior to the submission to the Company.
  5. The Advertiser agrees to indemnify, defend, and hold harmless the Company, any other entities that own or operate any of the Distribution Network, and the subsidiaries and affiliates
of each of the foregoing, and their respective directors, officers, employees, agents, third-party service providers, and third parties distributing the Advertisements via the Distribution Network (collectively, the “Indemnified Parties”) from any and all claims, whether actual or alleged (collectively, “Claims”), that arise out of or in connection with (i) any Advertisement or any website(s) or material(s) that can be linked to through an Advertisement or (ii) the Advertiser’s breach of this contract. The Advertiser agrees to be solely responsible for defending any Claim against an Indemnified Party, subject to such Indemnified Party’s right to participate with counsel of its own choosing, and for payment of any and all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all Claims against an Indemnified Party, provided that the Advertiser will not agree to any settlement that imposes any obligation or liability on an Indemnified Party without its prior express written consent.
  6. If the Company fails to deliver, by the end of the period specified in this contract, the aggregate number of Advertisements as agreed herein, then the Advertiser’s sole and exclusive remedy is the limited to the following, which the Company may choose in its discretion: (i) a refund of the charges representing the Advertisements that were undelivered, (ii) placement of the Advertisements at a later time in a comparable position as determined by the Company, and/or (iii) an extension of the term of this contract with a refund representing any remaining undelivered Advertisements at the end of such extended term
  7. In the event of any error in publishing an electronic or printed Advertisement, the Company’s liability shall not exceed the cost of the time occupied by the error. Claims for errors must
be submitted by the Advertiser in writing within ten (10) days following the date on which the Advertisement in first published. The Advertiser must notify the Company of the error to enable the Company to make the appropriate correction. Credit, if allowed, will be given in the form of re-publishing of the correct Advertisement. No adjustment will be made where the Advertiser is responsible for the error.
  8. NOTWITHSTANDING THE FOREGOING OR ANY OTHER PROVISION OF THIS CON- TRACT TO THE CONTRARY, ANY LIABILITY OF THE COMPANY IN CONNECTION WITH THIS CONTRACT, UNDER ANY CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO THE AMOUNT ALREADY PAID BY THE ADVERTISER TO THE COMPANY PURSUANT TO THIS CONTRACT IN THE SIX-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAM- AGES ARISING OUT OF, OR IN CONNECTION WITH, THIS CONTRACT. THE ADVERTISER AGREES THAT IT WILL NOT HOLD THE COMPANY RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THIS CONTRACT, INCLUDING WITH RESPECT TO CLICKS AND/ OR IMPRESSIONS BY ANY THIRD PARTY ON THE ADVERTISER’S ADVERTISEMENTS, REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.
  9. The Company shall have no liability whatsoever in the event any act of God, the public enemy or government authority, labor dispute, war (whether declared or not), civil disobedience, riot
or other occurrences beyond control shall in any way restrict or prevent the publishing of the Advertiser’s message.
  10. The Company does not guarantee any given level of audience.
  11. Any cancellation, change of date on which any Advertisement is to be published and/or correction requested by the Advertiser, must meet published deadlines. In the event advertising copy is not furnished by the advertiser to the Company in accordance with the Company’s deadline schedules, the Company may, at its option, publish on behalf of the Advertiser the last advertising message provided as shall be necessary for the Advertiser to comply with terms of this contract.
  12. Incorrect rates on Advertisements, which do not correspond to the rate card, will be regarded as clerical errors and such Advertisements will be charged for the applicable rate at the time of contract signing.
  13. Two or more advertisers will not be allowed to combine contracts, nor will advertising agencies be allowed to combine contracts of their clients or accounts, unless the businesses advertised are under common ownership and prior approval of the Company has been obtained.
  14. The Advertiser agrees that no representations of any kind have been made to the Advertiser by the Company or by any of its agents and that no understanding has been made or agreement entered into other than as set forth in the appropriate contract, subject to these terms and conditions.
  15. Terms and conditions submitted by the Advertiser and/or the Advertiser’s forms of copy instruction are not binding on the Company. Only the Company’s terms and conditions are binding.
  16. No agreement may be assigned by the Advertiser without the Company consent.
  17. Advertising is billed monthly and terms are net 30 days. An account not paid on or before the due date will be deemed past due.
  18. The obligations of the Advertiser and its advertising agency (if any) hereunder shall be joint and several.
  19. The Advertiser understands that this is a self-renewing contract without penalty for cancellation after the first term on the contract.