CEO NORTH AMERICA LLC / TERMS AND CONDITIONS
THIS DOCUMENT OUTLINES THE TERMS OF USE (THE “TERMS OF USE” OR THE “AGREEMENT”) FOR THE BOOKING OF ANY ADVERTISEMENTS, SPONSORSHIPS OR ANY PUBLICATIONS YOU, AS ADVERTISER (THE “ADVERTISER”) MAY PURCHASE FROM CEO NORTH AMERICA.
WE RESERVE THE RIGHT TO CHANGE OR MODIFY THESE TERMS OF USE FROM TIME TO TIME. BY CONTINUING TO USE THE SERVICE AFTER WE POST ANY SUCH CHANGES, ADVERTISER ACCEPTS THE TERMS OF USE, AS MODIFIED.
THIS AGREEMENT SHALL BEGIN ON THE DATE THE ORDER FORM IS SIGNED OR ACCEPTED BY ADVERTISER AND, SHALL THEREAFTER BE ENFORCEABLE AND REMAIN IN FULL FORCE IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT AND DURING THE ENTIRE TIME THE ADVERTISER IS IN ANY RELATIONSHIP (LEGAL OR ANY OTHER) WITH CEO NORTH AMERICA.
BY ACCEPTING THE CONFIRMATION ORDER FORM (THE “ORDER FORM”) AND THIS AGREEMENT, ADVERTISER ACKNOWLEDGES AND AGREES TO ALL OF OUR TERMS AND CONDITIONS BELOW, AND OTHERWISE CONTAINED ON OR REFERENCED IN THE CEO NORTH AMERICA WEBSITE.
MATERIALS PROVIDED AND CONTENT CONTROL
UNLESS OTHERWISE SET FORTH ON THIS AGREEMENT, ANY NON-PERSONAL INFORMATION, COMMUNICATIONS AND MATERIAL ADVERTISER SUBMITS IN CONNECTION TO THE AGREEMENT OR TO THE ORDER FORM TO ANY EMPLOYEE, OFFICER OR DIRECTOR OF CEO NORTH AMERICA BY E-MAIL OR PERSONALLY ARE ON A NON-CONFIDENTIAL BASIS, AND ADVERTISER GRANTS US A NON-EXCLUSIVE, ROYALTY-FREE, PERPETUAL, IRREVOCABLE, SUB-LICENSABLE AND TRANSFERABLE RIGHT AND LICENSE TO USE, REPRODUCE, CREATE DERIVATIVE WORKS OF, DISTRIBUTE, OR PUBLICLY DISPLAY ANY SUCH INFORMATION FREELY, AND FOR ANY PURPOSE WHATSOEVER. SPECIFICALLY, WE WILL BE FREE TO USE ANY IDEAS, CONCEPTS, KNOW-HOW OR TECHNIQUES CONTAINED IN SUCH INFORMATION FOR ANY PURPOSE, INCLUDING DEVELOPING, MANUFACTURING OR MARKETING PRODUCTS.
ADVERTISER ALSO REPRESENTS AND WARRANTS THAT ANY INFORMATION ADVERTISER SENDS TO CEO NORTH AMERICA DOES NOT VIOLATE THE RIGHTS OF OTHERS, AND THAT ADVERTISER HAVE FULL RIGHTS AND AUTHORITY TO PROVIDE OR DISCLOSURE SUCH INFORMATION.
CEO NORTH AMERICA OR OTHER MATERIAL IS PROVIDED TO CEO NORTH AMERICA AT THE ADVERTISER’S RISK AND CEO NORTH AMERICA SHALL NOT BE HELD RESPONSIBLE FOR ANY LEGAL ISSUES ARISING FROM ANY ARTWORK OR MATERIAL PROVIDED BY THE ADVERTISER. IF ARTWORK OR ADVERTISING MATERIAL IS PROVIDED AFTER ANY ARTWORK DUE DATE AS PROVIDED FOR IN THE AGREEMENT OR ORDER FORM, CEO NORTH AMERICA CANNOT GUARANTEE THAT THE MATERIAL WILL BE INCLUDED.
IN THE EVENT THAT THE DEADLINE FOR SUBMISSION IS NOT EXPLICITLY STATED ON THE AGREEMENT OR ORDER FORM, IT IS THE ADVERTISER’S RESPONSIBILITY TO CONFIRM WITH CEO NORTH AMERICA THE DEADLINE FOR SUBMISSION OF THE ARTWORK OR ADVERTISING MATERIAL. IF THE ARTWORK OR ADVERTISING MATERIAL IS NOT FURNISHED TO CEO NORTH AMERICA BY THE DEADLINE, CEO NORTH AMERICA MAY, WITHOUT NOTICE TO THE ADVERTISER, EITHER:
- Substitute with material that CEO NORTH AMERICA holds for the Advertiser.
- Remove the allocated space subject to this Agreement and to the Advertiser, and charge the Advertiser for the full amount of the Fee (less any payments made by the Advertiser) for the space booked.
PROCEDURE FOR MAKING COPYRIGHT INFRINGEMENT CLAIMS
IF ADVERTISER HAS REASON TO BELIEVE THAT COPYRIGHTED WORK HAS BEEN COPIED AND IS ACCESSIBLE IN CEO NORTH AMERICA IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT, ADVERTISER MAY NOTIFY CEO NORTH AMERICA BY PROVIDING THE FOLLOWING INFORMATION:
- The electronic or physical signature of the copyright owner, or the person or entity authorized to act on behalf of the copyright owner.
- A specific description of the copyrighted work claimed to be infringed.
- A specific description of the claimed infringing activity
- A specific description where the original or an authorized copy of the copyrighted work exists.
- Name, address, telephone number and E-mail address.
- A written statement in good faith belief that the disputed use is not authorized by the copyright owner, the person or entity authorized to act on behalf of the copyright owner, or the law.
- A written statement made under penalty of perjury that all of the above information is accurate, and that Advertiser is the copyright owner or the person or entity authorized to act on behalf of the copyright owner.
LIMITATION OF LIABILITY
ADVERTISER ACKNOWLEDGES AND AGREES THAT IN NO EVENT WILL WE AND/OR OUR SUBSIDIARIES, AFFILIATES, LICENSORS AND/OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES RELATING TO THE USE, MISUSE OR INABILITY TO USE ANY MATERIALS. WHETHER THEY MAY BE BASED ON CONTRACT, TORT, NEGLIGENCE, AND STRICT LIABILITY OR OTHERWISE AND EVEN IF WE AND/OR OUR SUBSIDIARIES, AFFILIATES, LICENSORS AND/OR SUPPLIERS HAVE OR HAVE BEEN ADVISED OF A POSSIBILITY OF DAMAGES.
INVOICING AND PAYMENT
THE ADVERTISER MUST PAY THE FEE WITHIN TWENTY-EIGHT (28) CALENDAR DAYS FROM THE INVOICE DATE OR IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT.
WE DO NOT ACCEPT PAYMENT BY CHEQUE.
FAILURE OF PAYMENT IN FULL WITHIN THIS TIME PERIOD, WILL INCREASE AT A RATE OF 0.7% PER DAY AS INTEREST UNTIL SUCH TIME AS THE FEE (AS INCREASED BY VIRTUE OF THE OPERATION OF THIS TERM), HAS BEEN PAID TO CEO NORTH AMERICA IN FULL.
WHERE AN AGREEMENT IS CANCELLED, EXPIRED OR SUSPENDED BY CEO NORTH AMERICA, THE FEE SHALL BE ADJUSTED TO REFLECT THE PRO-RATA VALUE OF THE ACTUAL AMOUNT OF SPACE AND/OR THE NUMBER OF ISSUES OF THE PUBLICATION IN WHICH THE ADVERTISEMENTS HAVE BEEN PUBLISHED AND THE ADVERTISER AGREES TO PAY THE AMENDED AMOUNT CALCULATED BY CEO NORTH AMERICA THAT REMAINS OUTSTANDING WITHOUT DEDUCTION.
TERMINATION
NOTWITHSTANDING PARAGRAPH 15 BELOW, BOTH PARTIES MAY TERMINATE THIS AGREEMENT WITH A 25 DAY WRITTEN NOTICE TO THE OTHER PARTY, WITHOUT ANY PRIOR JUDICIAL DECLARATION.
IF BY ANY MEANS THIS AGREEMENT OR ANY BOOKINGS ARE TO BE CANCELLED BY ADVERTISER WITHIN 14 CALENDAR DAYS OF THE ACCEPTANCE OF THE ORDER FORM, ADVERTISER WILL BE SUBJECT TO PAY 75% (SEVENTY FIVE PERCENT) OF THE AGREED FEE. THIS FEE WILL BE IMMEDIATELY DUE AND SHALL BE PAID IN FULL WITHIN 28 CALENDAR DAYS OF THE REQUEST OF TERMINATION SENT BY ADVERTISER TO CHIEF EXECUTIVE OFFICER NORTH AMERICA. IF SUCH CANCELLATION OCCURS AFTER THE 14 CALENDAR DAYS OF THE ACCEPTANCE OF THE ORDER FORM OR THIS AGREEMENT, ADVERTISER WILL BE SUBJECT TO PAY 100% (ONE HUNDRED PERCENT) OF THE AGREED FEE.
IF ADVERTISER IS FOUND GUILTY OF FRAUD, DISHONESTY, GROSS NEGLIGENCE OR GROSS MISCONDUCT OR ACTS IN ANY MANNER WHICH IN CEO NORTH AMERICA´S REASONABLE OPINION BRINGS OR IS LIKELY TO BRING INTO DISREPUTE OR IS MATERIALLY ADVERSE TO THE INTERESTS OF CEO NORTH AMERICA OR ANY OF ITS GROUP COMPANIES, CEO NORTH AMERICA SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT IMMEDIATELY BY MEANS OF A WRITTEN NOTICE TO THE OTHER IF THE OTHER PARTY.
IF ADVERTISER COMMITS ANY CONTINUING OR MATERIAL BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT AND, IF THE BREACH IS CAPABLE OF REMEDY, FAILS TO REMEDY THE SAME WITHIN 30 CALENDAR DAYS OF RECEIPT OF WRITTEN NOTICE GIVING FULL PARTICULARS OF THE BREACH AND THE ACTION REQUIRED TO REMEDY SUCH BREACH.
REPEATEDLY BREACHES ANY OF THE TERMS OF THIS AGREEMENT IN A MANNER INCONSISTENT WITH AN INTENTION OR ABILITY TO GIVE EFFECT TO THE TERMS OF THIS AGREEMENT.
INDEMNIFICATION
ADVERTISER ACKNOWLEDGES AND AGREES THAT IT WILL INDEMNIFY AND HOLD HARMLESS CEO NORTH AMERICA AND OUR SUBSIDIARIES, SUCCESSORS, ASSIGNS, AFFILIATES, LICENSORS AND SUPPLIERS, TOGETHER WITH ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND CONSULTANTS, AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, JUDGMENTS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) RELATING TO YOUR USE, MISUSE OR INABILITY TO USE ANY MATERIALS, OR TO YOUR VIOLATION OF THIS AGREEMENT, ANY LAWS, RULES OR REGULATIONS, OR ANY RIGHTS OF ANY THIRD PARTIES; THAT WE RESERVE THE RIGHT TO EXCLUSIVELY DEFEND AND CONTROL ANY SUCH INDEMNIFICATION MATTERS; AND THAT ADVERTISER WILL FULLY COOPERATE WITH US IN ANY SUCH DEFENSES.
JURISDICTIONAL LIMITATIONS
LAWS AND REGULATORY REQUIREMENTS VARY ACROSS COUNTRIES AND JURISDICTIONS. THIS AGREEMENT AND ORDER FORM MAY NOT COMPLY WITH LEGAL REQUIREMENTS OF ALL JURISDICTIONS. ADVERTISER ACKNOWLEDGES AND AGREES THAT IF ADVERTISER IS LOCATED IN ANY JURISDICTION IN THE WORLD WHERE ANY COMMON, STATUTORY, REGULATORY, CODIFIED OR OTHER LAW, RULE OR REGULATION MAKES ANY MATERIAL PROVIDED BY ADVERTISER INAPPROPRIATE OR ILLEGAL, OR SUBJECT TO CONSENTS OR PERMISSIONS THAT ADVERTISER HAVE NOT OBTAINED, CEO NORTH AMERICA WILL NOT BE HELD RESPONSIBLE OR LIABLE UNDER THESE CIRCUMSTANCES.
ARBITRATION AND DISPUTE RESOLUTION
ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THE PRESENT AGREEMENT, ANY DISPUTE CONNECTING ADVERTISER TO CEO NORTH AMERICA OR ANY OF ITS SUBSIDIARIES SHALL BE FINALLY SETTLED UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE BY ONE OR MORE ARBITRATORS APPOINTED IN ACCORDANCE WITH SAID RULES. THE SEAT OF THE ARBITRATION SHALL BE NEW YORK CITY.
SEVERABILITY AND MISCELLANEOUS
THE FAILURE OF CEO NORTH AMERICA TO EXERCISE OR ENFORCE ANY RIGHT OR PROVISION OF THIS AGREEMENT DOES NOT CONSTITUTE A WAIVER OF SUCH RIGHT OR PROVISION. ADVERTISER ACKNOWLEDGES AND AGREES THAT: (I) IF ANY PROVISION OF THIS AGREEMENT IS HELD BY ANY COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION TO BE NOT ENFORCEABLE, THEN SUCH PROVISION WILL BE ELIMINATED OR LIMITED TO THE MINIMUM EXTENT NECESSARY SO THAT THIS AGREEMENT WILL OTHERWISE REMAIN IN FULL FORCE AND EFFECT; (II) THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN ADVERTISER AND CEO NORTH AMERICA RELATING TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES ANY AND ALL PRIOR AGREEMENTS OR UNDERSTANDINGS BETWEEN ADVERTISER AND CEO NORTH AMERICA, WHETHER ORAL OR WRITTEN, RELATING TO ANY SUBJECT MATTER OF THIS AGREEMENT; (III) THIS AGREEMENT MAY NOT BE MODIFIED, IN WHOLE OR IN PART, EXCEPT BY US AND AS OTHERWISE MIGHT BE SPECIFICALLY DESCRIBED ELSEWHERE IN THIS AGREEMENT; AND (IV) ANYTHING CONTAINED ON OR PROVIDED THROUGH CEO NORTH AMERICA THAT IS INCONSISTENT WITH OR CONFLICTS WITH THE TERMS OF THIS AGREEMENT IS SUPERSEDED BY THE TERMS OF THIS AGREEMENT.
