IMPORTANT: READ CAREFULLY - By listing or advertising your company on any of the websites maintained by Visual Communications Group, Inc. (“VCG”), you agree to the terms described below.
1. Definitions. For the purposes of this Agreement, “Advertising” or “Advertisement” means any advertising placed on any of the websites owned by VCG including, without limitation, banners, preferred placement of listings, or other promotional activities. “Listing” means publications on a site of information about your company.
2. Payment for Listings and Advertising. Unless we make some other written agreement, all listings and advertising will be charged to your credit card at the beginning of a period and will be at applicable current rates for the listing you are running. If you elect the annual listing or advertising rate, your card will be charged at the beginning of the 12 month. The listing or advertising will be automatically renewed for another year, and your card charged accordingly, if you don’t notify us at least 15 days before the end of the year that you want to cancel or modify your listing or advertising effective at the end of the year. If you elect the monthly listing or advertising rate, your card will be charged at the beginning of each month. The listing or advertising will be automatically renewed on a monthly basis, and your card charged accordingly, if you don’t notify us at least 5 days before the end of a month that you want to prospectively cancel or modify your listing or advertising effective at the end of the month. You consent to our charging your card for these purposes. We reserve the right to immediately terminate your listing or advertising if you fall in arrears on payments owed to us.
3. Warranty and Limitation of Liability. Subject to the following understandings, we warrant that (a) we will provide our listing and advertising services in a manner consistent with the standards of the industry, and (b) your listing or advertising will appear on the website during the period we have agreed. These are our only representations or warranties, express or implied. ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. If, at any time, you believe that we have breached any warranty or any other contractual provision, you must promptly notify us of that breach. Upon receiving that notification, we will either correct the problem or refund to you the amount paid by you in connection with the deficient service. In no event will our liability to you exceed the amount paid by you to us for the complained-of services. We will not be liable for any incidental, consequential, or punitive damages arising from, or related to this Agreement or the series, we provide to you, regardless of whether we have been advised of the possibilities of such damages.
4. Listing Content. You agree to provide true, accurate, current, and complete information about your company. We reserve the right to determine the products or services that we deem appropriate for your listing on our site based on our current standard product and service definitions, and make no guarantee that your listing will appear in all products or services requested by you. We may update the product and service designations utilized on our sites from time to time. It will be your responsibility to modify or contact us immediately if there is anything wrong with the content or display of the listing relating to your company. If there are any errors, we will promptly correct them or afford you the opportunity to correct them. However, the existence of errors will not be an excuse for non-payment of what you owe. We reserve the right to remove from our website any listing we believe to be indecent, unethical, or unreasonably offensive.
5. Advertising Content. If you give us enough lead time before one of your advertising programs begins to run, we will use our best efforts to send you an example of how the advertising will look before it actually starts to run. In that case, it will be your responsibility to contact us immediately if there is anything wrong with the content or display of the advertising message. Otherwise, you need to examine the advertising as soon as it begins to run. If there are any errors, we will promptly correct them. However, the existence of errors will not be an excuse for non-payment of what you owe. We reserve the right to change the manner in which your advertisement is displayed on our website including, but not limited to, size, color, positioning, and layout. We also reserve the right to remove from our websites any advertising we believe to be indecent, unethical, or unreasonably offensive.
6. Placement. You acknowledge that an advertisement’s actual positioning on page is not, in any way, guaranteed, and that an advertisement’s position on a site may vary during the term that it is published by us.
7. Force Majeure. We will not be responsible for any failure to perform under this Agreement which is due to causes beyond our control including, without limitation, problems with the internet or any connections thereto, hardware or software problems, telecommunications failure, computer virus, third-party interference, network failure, wars, civil disobedience, court order, legislative or regulatory action, catastrophic weather conditions, power, or utility failure, or acts of God.
8. Forum for Disputes. This Agreement is deemed to have been made in the State of Minnesota and will be construed and governed in accordance with Minnesota law. Each of us consents and agrees to exclusively use the Courts of the County of Dakota, State of Minnesota, to resolve any dispute arising form or relating to this Agreement or any services provided by us to you. Each of us also consents to the jurisdiction of Minnesota courts.
9. Amendment. No amendment, modification, or supplementation to this Agreement will be enforceable unless it is contained in a writing that is signed by both of us.