Advertising Master Agreement
This Advertisement Agreement ("Agreement") is made and entered into between your company, (“Advertiser”) and Black Girl Media LLC with its principal place of business at 526 Superior Ave Ste 250 Cleveland, Ohio 44114, owner of Black Girl Cle located at https://www.blackgirlincle.com ("Publisher").
1. Purpose and Scope. Advertiser agrees to place advertisements on the Publisher's website, Black Girl Cle and social media pages ("Website"), according to the terms and conditions set forth in this Agreement.
2. Advertisement Specifications. Advertiser will provide Publisher with digital advertisements in the following formats: JPEG, PNG, and MP4. Advertisements will be displayed in the following locations and sizes on the Website: the Appendix. All advertisement content must be approved by the Publisher prior to publication. The Publisher reserves the right to reject any advertisement content deemed inappropriate or inconsistent with the Website's content, principals, and standards.
3. Term and Termination. This Agreement shall commence on agreed upon date, unless terminated earlier in accordance with the provisions of this Agreement. Either party may terminate this Agreement with thirty (30) days' written notice. Publisher may terminate this Agreement immediately for reasonable cause. Reasonable cause includes a material violation of this Agreement, or any act exposing the other party to liability to others for personal injury or property damage, or does not meet brand standards.
4. Compensation. Advertiser agrees to pay Publisher stated price for the stated duration for the placement of advertisements. Payments shall be made in advance before advertisements run.
5. Performance Metrics and Reporting. Publisher agrees to provide Advertiser with performance reports upon request, detailing the number of impressions, clicks, and any other agreed-upon metrics.
6. Representations and Warranties. Each party represents and warrants that it has the right and authority to enter into this Agreement and perform its obligations hereunder. Advertiser warrants that the advertisements provided do not violate any laws or third-party rights.
7. Indemnification. Advertiser agrees to indemnify and hold harmless Publisher from any and all claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with the advertisement content.
8. Limitation of Liability. In no event shall either party be liable to the other for any indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with this Agreement.
9. Confidentiality. Both parties agree to keep confidential any and all confidential information disclosed by the other party during the term of this Agreement. Publisher acknowledges that during the performance of the Services it will be necessary for Advertiser to disclose certain confidential and proprietary information to Publisher in order to perform duties under this Agreement. Accordingly, Publisher will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Advertiser that could irreparably harm him or her. Proprietary or confidential information includes: written, printed, graphic, or electronically recorded materials furnished by Advertiser for Publisher to use; any written or tangible information stamped “confidential,” “proprietary,” or with similar legend, or any information that Advertiser makes reasonable efforts to maintain the secrecy of Business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvementsof any kind, sales projections, and pricing information and information belonging to customers and suppliers of Advertiser about whom Publisher gained knowledge as a result of Publisher's services to Advertiser.
10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.
11. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral. Agreement may be amended only by a written document signed by both parties.
12. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
13. Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
14. Execution in Counterparts; This Agreement may be executed in any number ofcounterparts, each of which is deemed an original and all of which constitute one and the same agreement. A facsimile signature will constitute an original. Manual or electronic signatures and checkmark agreements oncontract documents, transmitted in original or facsimile (which includes photocopies, faxes, PDF, and scanned documents sent by any method) shall be valid for purposes of this Agreement and any amendments or any notices to be delivered in connection with this Agreement. For thpurposes of this provision, “contract documents” do not include voice mail.