STANDARD GENERAL AGREEMENT
I Terms and Conditions
Bills are rendered for Advertising Services as provided on the face of this Agreement. Unless otherwise specified on the face hereof, half of the fee shall be payable as a deposit upon the execution of this Agreement and the balance payable as set forth on the face hereof. All rates are for media space only and may or may not include costs of design work, production, installation, and/or other surcharges.
Billboards2Go reserves the right, at any time upon default by advertiser in payment of bills, at its sole option, to cancel this agreement and retain the fees paid as liquidated damages and not as a penalty, or to enforce the terms of this Agreement, including recovery of remaining fees and interest at the rate set forth below from dates said payments were due. Advertiser agrees to pay Billboards2Go for any expense that it may incur in the collection of all amounts due, including attorney fees, court costs and related expenses.
Payments are subject to a late payment charge of two percent (2%) per month (24%) per annum, or such lesser amount as permitted by law. Such charge will be added to billed amounts that are 30 days past due.
Advertiser and Billboards2Go agree that this agreement shall be governed by laws of the state of New York, without regard to conflict of laws, and the parties hereto agree to submit any dispute arising here-under to arbitration to be held in accordance with the Commercial Rules of the American Arbitration Association, sitting within the County of New York.
II Advertising Copy and Banner Printing
1. Advertiser shall provide Billboards2Go with artwork necessary for the production of the promotional materials by the dates set forth on the face of the Media Insertion Order. In the event the artwork is not received by said date and Billboards2Go is unable to produce the promotional materials sufficient to meet launch date, Billboards2Go reserves the right to reschedule launch and completion dates of said services.
2. Billboards2Go may decline to accept artwork for display, which the company believes, in good faith, will have a materially negative impact on its business.
3. Advertiser agrees to indemnify and save harmless Billboards2Go from any liability, which may be subject to by reason of artwork and advertising copy provided by Advertiser to Billboards2Go under this Agreement. Advertiser represents that the artwork and copy provided hereunder does not violate or infringe upon any patent, copyright, trademark or the proprietary interest of any third party. The client art files presented to Billboards2Go for production purposes are used to print a “one up” banner set. Although the banners are printed on a calibrated inkjet printer colors may be off slightly due to many factors. The only way colors may be matched to PMS swatches is through a complex series of printing test and comparing colors. If a highly-accurate PMS color match is necessary, the client will need to inform Billboards2Go before banner production. When this service is requested the banner set cost is doubled and the turnaround timeframe must be extended.
III Cancellation
If for any reason Billboards2Go shall be unable to provide the services contemplated by this agreement, Billboards2Go shall have the right to terminate Agreement without liability. Furthermore, any paid fees advanced to Billboards2Go for services not provided shall be returned to Advertiser by the end of the month of the cancellation.
This Agreement is not subject to cancellation by Advertiser and may not be assigned by Advertiser without the prior written consent of Billboards2Go. In the case of termination by Advertiser, Billboards2Go may initiate an equipment transportation fee of $1.50 per mile from and to the main depot in Linden New Jersey. The fee will not be imposed on the first and last 100 miles from the depot.
Inclement Weather: Billboards2Go obviously cannot control, anticipate or otherwise change the weather during a campaign. The Advertiser must leave the decision to run a billboard campaign during inclement weather on any particular day up to Billboards2Go. If the advertiser requests a hold on the exposure due to weather (or any other reason), the Advertiser has an option to add a day to the campaign or pay a 50% discounted rate for the missed day.
IV Responsibility of Billboards-2-Go
Billboards2Go will complete the services contemplated by this Agreement in an efficient and professional manner. However, Billboards2Go is not responsible for delays caused by unavailability of materials, manufacturer delay, changes or alterations to the services requested by Advertiser, failure of Advertiser to fulfill the full obligations of Advertiser under this Agreement, Advertiser’s acts of negligence, acts of god, weather, fires, strikes, war, governmental regulations, or other causes beyond the control of Billboards2Go.
In various municipality-zoning situations, permits to display advertising may be necessary. In such a case, it is the responsibility of the advertiser to obtain them. All Parade Permits must be faxed to Billboards2Go at least 3 days prior to the event.
V Completion of Mobile Billboard Campaign
The mobile billboard campaign, the details set forth on the face hereof, shall be considered complete at the day indicated. If not prepaid, invoice aging will commence on the first day of the campaign. Proof of Performance may consist of daily driver’s logs, including mileage, routing information, and digital photos. For most campaigns Billboards2Go will provide a direct “client website” that shows the basic media buy information as described above, plus a web link for GPS tracking.
Billboards2Go at the request of the advertiser may extend the length of a campaign only if the mobile billboard inventory is available. Extensions may be subject to changes of terms and conditions.
The Advertiser understands and agrees that their mobile billboard campaign commencement and completion dates in this Agreement are approximate dates and may vary slightly, although the campaign will be completed in a timely fashion as to keep within the scope of the project.
Post campaign completion, the banner set may be stored at the Billboards2Go.com warehouse complimentary for 12 months. If not re-used by the end of 12 months the banners will be recycled.
VI General
Billboards2Go under this Agreement to display advertising for said Advertiser may disclose information that is nonpublic, confidential, and or proprietary in nature or that has been created specifically for said campaign (collectively, the “Information”). Advertiser agrees that it will keep this Information confidential.
Billboards2Go shall not be liable for damage to display banners or loss by theft, fire, and the elements or other casualty. Our obligation is limited to the replacement of defective materials only. Advertiser may carry its own insurance covering displays and hereby waives any right of subrogation against Billboards2Go. In no event shall Billboards2Go be liable for any incidental, special or consequential damages of any nature.
Billboards2Go may use a photo of the Advertiser’s mobile billboard campaign in its promotional materials that may include the company’s web site: www.Billboards2Go.com.
If the party executing this Agreement is an agent for the Advertiser, said agent represents that they are authorized to bind the Advertiser to the terms hereof.
The Advertiser agrees to indemnify and save harmless Billboards2Go from any claim, action, liability, loss, damage or suit, arising from the display of advertiser’s mobile billboard message.
This Terms of Agreement, contains the entire agreement of the parties and may not be amended or modified except in writing, signed by both parties, and no waiver by either party of any provision of this Agreement shall be deemed a waiver of any other provision hereof. Advertiser agrees that by participating in a mobile billboard campaign they fully understand the terms of the Agreement. In the rare event of a campaign launch without a signed media insertion order (sometimes delayed by mail service or ignored by the Advertiser), the Advertiser nevertheless understands that they are bound by the terms detailed above.
End of Terms