TERMS & CONDITIONS
DURANGO CREATIVE DISTRICT
ADVERTISING AGREEMENT FOR PLACEMENT OF DIGITAL LISTING
In an effort to connect Colorado artists and businesses (“You”), the Durango Creative District (“DCD” or “Publisher”) has created the website www.durangocreativedistrict.org (“Site”) for both artists and business to list their contact information. This Durango Creative District Advertising Agreement For Placement of Digital Listing at www.durangocreativedistrict.org (“Agreement”) governs all such Listings on the Site.
The Term of your Listing is for one year, starting on the date of submission and shall be automatically renewed unless terminated by either party pursuant to this Agreement or terminated by You 30 days before the anniversary of your Listing submission. You will receive a message from DCD reminding You of the automatic renewal. It is Your obligation to maintain current payment information for auto-renewal, otherwise Your listing will not be renewed.
- Advertising Listing Options
The follow advertising listing options are available:
- a) Individual Artists – FREE
- b) Non-Profit Business – $45/yr.
- c) For-Profit Business – $60/yr.
- d) Premium Plan – $120/yr. Available to any artists or business and includes additional sidebar ads on Site.
- Payment; Non-Refundable
Payment is due upon Listing submission. All payments are non-refundable.
- Representations and Warranties; Compliance with Laws
You represent, warrant and covenant that (a) Your business or individual status, for purposes of the listing options in Section 3, is accurate; (b) You have full power and authority to enter into this Agreement and perform its obligations hereunder; (c) Your performance of this Agreement will not violate any contracts with third parties; (d) all materials and digital files submitted to DCD (“Listing Material”) do not contain any computer viruses or other damaging code; (e )No Listing Material violates any rights of any third parties, including but not limited to copyright, trademark, patents, trade secrets, right to privacy, right of publicity (“Intellectual Property Rights”), and civil rights; and (f) All Listing Materials comply with all applicable laws, regulations, and FTC and industry guidelines; and (g) All Listing Material is accurate and true.
- No Listing Compliance Review
DCD does not conduct legal or other compliance or accuracy review of Listing Material and assumes no such obligations. You assume all liability in that regard.
6.1 No Listing Design Services
DCD does not provide design, composition, text or artwork services for you Listing. It is Your obligation to provide DCD with all Listing Materials.
6.2 No Liability For Improper Formatting or Incorrect Content
DCD will not be responsible for Listing Material that is not properly formatted or displayed or that cannot be accessed or viewed because it was not received by DCD in the proper form or in an acceptable technical quality for mobile or online publication. It is Your responsibility to edit Your own Listing Material for proper formatting and content accuracy.
6.3 Listing Acceptance
Submission of a Listing to DCD does not constitute a commitment by DCD to publish the Listing. DCD accepts a Listing only by publishing such Listing on its Site.
6.4 Modifications to Listing Material
It is Your responsibility to edit Your own Listing Material for proper formatting and content accuracy. You may edit Your Listing Material by accessing your account via the Site.
6.5 Rejection of Listing
To ensure the integrity of our mission and for the benefit of DCD’s Site users and advertisers, DCD reserves the right to reject any Listing Material that violates its mission, including but not limited to Listing Material that violates applicable laws, promotes pornography, illegal goods, illegal drugs, illegal drug paraphernalia, pirated computer programs, and instructions on how to assemble or otherwise make bombs, grenades or other weapons, regardless of whether any such Listing Material was previously accepted by DCD. In this event, DCD will notify You when it rejects Listing Materials due to unsatisfactory technical quality, inappropriate content, or any other reason. Should you have any questions about whether or not Your Listing Material is acceptable, please contact Hayley at DurangoCreativeDistrict dot org before submission and payment.
6.6 Position Placement Requests
Placement or location of Listing on the Site is not guaranteed. Any specific Listing placement condition shall not be legally binding upon DCD but will be treated as a request only and DCD shall not be deemed in breach of this Agreement if it does not place a Listing in a requested position.
- Digital Ownership
Except for Your Listing Materials, DCD owns all right, title and interest in and to all content on its Site and all other content, html and code. Nothing in this Agreement or otherwise precludes DCD from using any code, design, idea, concept or material used in connection with this Agreement on behalf of itself or any third party. DCD owns all right, title and interest in and to any data about users of its Site. You authorize DCD to bring any claims DCD may in its reasonable discretion choose to pursue to prevent third party use of the content or data contained in any Advertising, without Your consent.
- Rate Changes
DCD shall have the right to revise the advertising rates set forth in this Agreement at any time upon notice to You of such rates. You may terminate this Agreement on the date the new rates become effective by providing confirmed notice to DCD within 30 days of such rate change notice. In the event of such rate change, You shall be liable for Your Listing published prior to such termination at the current rate in effect at the time of Listing placement.
- Liability for Errors/Omissions/Cancellations
9.1 Your Obligation
It is Your responsibility to check for errors in Your Listing before and after publication. You agree to check the first appearance of Listing for correction and notify DCD of any errors or information that differs from the submitted Listing Material to the published Listing.
9.2 No Liability
DCD shall not be liable for any error if, at DCD’s option, DCD subsequently publishes a corrected Listing. DCD’s liability for an error shall not exceed the cost of the Listing.
DCD assumes no financial responsibility for typographical errors, or for omission of copy of Listing. In addition, DCD is not responsible for errors, cancellations or corrections given orally.
9.3 Publication Failure
If DCD is unable to display any digital Listing, DCD shall, at its option either (a) provide substitute advertising of comparable value or (b) refund You the fee You paid to DCD. Such remedies are Your sole remedy for DCD’s failure to display Listing.
You shall defend, indemnify and hold harmless DCD and its affiliates, subsidiaries, and their respective directors, officers, principals, managers, members, partners, shareholders, employees, and controlling persons and their affiliates (DCD and each such person being an “Indemnified Party”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, demands, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification (collectively, “Losses”), arising out of or resulting from its breach of this Agreement; negligence or willful act or omission of You or its personnel or affiliates in connection with its performance of its obligations under this Agreement; the content of, or representations made in any Listing or any website linked to from an Listing; and any other claims of any nature arising from or attributable to the publication or distribution of any Listing.
- Limitation of Liability
Except with respect to Your indemnification and confidentiality obligations, in no event will either party be liable to the other for any consequential, incidental, indirect, exemplary, special or punitive damages whatsoever (including damages for loss of use, revenue or profit, business interruption and loss of information), whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages. In no event shall DCD be liable to You for any amount greater than the amount paid by You to DCD under this Agreement.
DCD EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING ITS SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTY REGARDING (a) THE NUMBER OF PERSONS WHO WILL ACCESS ANY LISTING, ON ANY DCD WEBSITE OR THE YOUR WEBSITE; (b) ANY BENEFIT YOU MIGHT OBTAIN FROM ANY LISTING; AND (c) THE SPEED, ACCESSIBILITY, OPERATION OR FUNCTIONALITY OF ANY LISTING TO BE DISPLAYED ONLINE.
- License to Listing Materials
You grant DCD a non-exclusive, perpetual, irrevocable and worldwide license to copy, store, display, print and distribute any and all Listing Materials provided by You or Your agents, including but not limited to photographs, artwork, text and graphics, in any media, presently known or unknown, including but not limited to DCD’s electronic publications on the Internet and in any archival retrieval system whether that information is digitally stored or stored on any other media.
DCD has no obligation to return any material (including Listing Material) submitted to DCD by or on behalf of You to You or any other party, and DCD shall have no liability for its loss or destruction. DCD and its service providers shall have the right to use any Listing published by a DCD publication for the purpose of promoting any of the products and services of DCD or applicable service provider.
DCD may disclose or make available to the You (as the “Receiving Party”) information about its business affairs and services, confidential information and materials comprising or relating to Intellectual Property Rights, third-party confidential information and other sensitive or proprietary information, as well as the terms of this Agreement including but not limited to the pricing and rates, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). You shall from receipt/disclosure of such Confidential Information: (a) protect and safeguard the confidentiality of DCD’s Confidential Information with at least the same degree of care as the You would protect Your own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the DCD’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person, except to Your representatives who need to know the Confidential Information to assist You, or act on Your behalf, to exercise Your rights or perform Your obligations under this Agreement. You shall be responsible for any breach of this Section caused by any of Your representatives or agents. At any time during or after the Term, at DCD’s written request, You and Your representatives shall promptly return/destroy all Confidential Information and copies thereof that You received under this Agreement.
(a) DCD shall have the right to terminate this Agreement at any time, with or without notice to You, for Your failure to remit payment; and/or (b) breach of this Agreement. You shall have the right to terminate this Agreement at any time by written notice to DCD.
- Additional Terms
15.1 Force Majeure
Except for payment obligations, neither party will be liable for failure to perform any obligation required under this Agreement when such failure is due to fire, flood, labor disputes or strikes, unavoidable accident, government action, legal restrictions, electronic or electrical interference, telecommunications difficulties, system failure, technical failure, equipment breakdown, failure of any third party system or product, or any other cause beyond the control of that party.
You may not resell, assign, or transfer any of its rights or obligations under this Agreement without the prior written consent of DCD. All terms and conditions in this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted transferees, successors, and assigns.
If any provision hereof is held invalid or unenforceable, such invalidity shall not affect the validity or operation of any other provision.
15.4 Relationship of Parties
Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties. DCD is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party.
15.5 Governing Law and Venue
This Agreement, including all Listing documents, and all matters arising out of or relating to this Agreement, is governed by, and construed in accordance with the law of the state of Colorado.
15.6 Complete Agreement, Modification, and Waiver
This Agreement constitutes the final, complete, and exclusive statement of the terms of the Agreement between the parties with respect to all advertising and supersedes all prior and contemporaneous understandings or agreements of the parties, unless otherwise noted in this Agreement. This Agreement may be modified only by a written document signed by an authorized representative of both parties. Waiver of any of the terms of this Agreement by DCD in any instance shall not prevent DCD from subsequently enforcing any provision of this Agreement in accordance with its terms.
Sections 5 (Representations and Warranties; Compliance with Laws), 7 (Digital Ownership), 10 (Indemnification), 11 (Limitation of Liability), 12 (License to Listing Materials), 13 (Confidentiality), and 15 (Other Terms) shall survive termination or expiration of this Agreement.
ACCEPTED AND AGREED.