Terms of Service

This Master Advertising Agreement (“Agreement”) is entered into by and between CHICAGO JOHN DINEEN LODGE #7, on one hand (“Chicago John Dineen Lodge #7”) and You (“You”), on the other.  This Agreement will be effective as of the date You accept the Terms of Use (the “Effective Date”).

1) Defined Terms.

a) “Ad(s)” means the advertising media specified in an applicable Order.

b) “Advertiser” means the Party or Parties designated in an Order that desire to have Ads placed on Media Properties.

c) “Affiliate” means any entity that controls, is controlled by, or under common control with such party.

d) “Media Properties” means one or more websites and/or other electronic media distribution channels (e.g., email), or print advertising designated in an applicable Order.

e) “Party” means, as applicable, Chicago John Dineen Lodge #7, You, Publisher, or respective Affiliates.

f) “Publisher” means NEP Services or any other Party or Parties designated by Chicago John Dineen Lodge #7 who are placing Ads on Media Properties on behalf of an Advertiser.

g) “Order” means an attached schedule identifying the applicable Advertiser, Media Properties and Ad(s).

2) Description of Service. Except as otherwise provided in Sections 3, 4 and 5 of this Agreement, Publisher shall display the Ad(s) beginning on the Start Date and ending on the sooner of (a) the End Date or (b) the end date that the overall sum of the total cost per click charges, impression levels, or flight duration commitments stipulated in the applicable Schedule reach the net amount of advertising purchased. Publisher shall use good faith efforts to deliver the number of click-throughs or impressions (if specified in the applicable Schedule) within the time period stated but shall not be liable at all for failing to do so. If a Schedule states that it is an open order, then Advertiser shall not limit or cap its budget or limit the items available for Publisher to promote on the Media Properties unless otherwise specified.

3) Orders. Upon mutual written consent and approval (which may occur via email), the Parties may make changes to the non-financial details of an advertising campaign previously set forth in a Order (e.g., changes to the placement description, creative unit, start/end dates and number of ad requests). No other conditions, provisions, or terms of any sort appearing in any writings or other communications made in connection with such Order, including without limitation those contained on or accompanying checks or other forms of payment, will be binding, whether in conflict with or in addition to this Agreement. The Orders are not subject to cancellation, except as provided below under Section 7. Advertiser will use Publisher services in accordance with applicable law and in a manner which does not interfere with, disturb, or disrupt other network users, services, or equipment, as determined by Publisher in its sole discretion. Each Order shall specify (if applicable) the types and amount of inventory to be delivered (e.g. impressions, clicks, or other desired actions as the “Deliverables”), the price for such Deliverables, the maximum amount of money to be spent pursuant to the Order (if applicable), the start and end date of the campaign, if applicable.

4) Ads. Chicago John Dineen Lodge #7 and/or Publisher reserves the right, without liability, to reject, remove and/or cancel any Ads which contain content or links which do not meet Chicago John Dineen Lodge #7 and Publisher’s advertising specifications, at Chicago John Dineen Lodge #7 and/or Publisher’s sole discretion. Chicago John Dineen Lodge #7 and Publisher’s sole liability under this Section shall be to refund the pro-rata portion of amounts paid for the unfulfilled advertising term, if any. Publisher may redesign its Media Properties at its sole discretion at any time.

a) Advertiser hereby grants Publisher the right to display its Ad(s) (and other related content such as thumbnail photos) on the designated Media Properties. Failure by Publisher to publish any requested Ad(s) does not constitute a breach of contract or otherwise entitle Advertiser to any legal remedy.

b) Advertiser’s failure to comply with all applicable requirements of Publisher’s advertising specifications may delay or prevent delivery of the Ad(s).

c) Advertiser shall be solely responsible for the content of its Ad(s) and any web site linked to from such Ad(s) and shall indemnify Chicago John Dineen Lodge #7 and Publisher for all loss, costs, and damages in connection with any claims of infringement of any third-party rights. Advertiser represents, warrants and covenants to Chicago John Dineen Lodge #7 and Publisher that at all times, (a) it is fully authorized to publish the entire contents and subject matter of all requested Ad(s) (including, without limitation, all text, graphics, URLs, and Internet sites to which URLs are linked); (b) all such materials and Internet sites comply with all applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual property rights) of any third party; (c) it has the full corporate rights, power and authority to enter into this Agreement and to perform the acts required of it hereunder, and its execution of this Agreement does not and will not violate any agreement to which it is a party or by which it is otherwise bound, or any applicable law, rule or regulation; and (d) each such Internet site is controlled by Advertiser and operated by Advertiser or its independent contractors, is functional and accessible at all times, and is suitable in all respects to be linked to from the applicable site containing the Ad(s).

d) It is the Advertiser’s obligation to submit Ad(s) in accordance with Publisher’s then-existing advertising criteria or specifications (including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Chicago John Dineen Lodge #7's public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Media Properties on which the Ads are to appear), other editorial or advertising policies, and material due dates) (collectively “Policies”).

5) Privacy and Compliance. From the date that an Ad begins to run, through the expiration or termination of the Agreement or applicable Order, Advertiser shall have a privacy policy in place governing Advertiser’s use of end users’ personal information that meets or exceeds any applicable laws, rules and regulations governing the use of such information. All parties shall ensure that any collection, use and disclosure of information obtained pursuant to the related Order comply with all applicable laws, regulations, and privacy policies. Advertiser agrees not to send any unsolicited, commercial email or other online communication (e.g., “spam”) through to Publisher users and shall comply with all applicable Publisher policies regarding bulk mail. This section shall survive the completion, expiration, termination or cancellation of this IO for a period of five (5) years.

6) Payment Terms and Calculations.  Advertiser shall pay Publisher with the submission of an Order unless stated otherwise in the applicable Order.  In addition to any other rights, Publisher may immediately remove Advertiser’s Ad(s) in the event of non-payment by Advertiser.  All sums payable by Advertiser to Publisher under this Agreement are exclusive of any sales tax, indirect or similar taxes chargeable on any supply to which those sums relate.  All billing calculations are based solely on the ad impression or quick count metrics as calculated by Publisher (including, but not limited to CPM and CPC), not Advertiser or third-party calculations, unless otherwise specified in the Order.

7) Term and Termination.  Unless terminated earlier in accordance with this Agreement, all Orders hereunder will begin upon the Effective Date and extend for a period of one (1) year thereafter.  This Agreement may be terminated by either party if a material breach of this Agreement remains uncured after the non-breaching party has given thirty (30) days prior written notice to the breaching party specifying the breach.  So long as any Order remains in effect, this Agreement shall also remain in effect.  If any Order is terminated for any reason, Advertiser shall pay to Publisher, within thirty (30) days after such termination, all amounts not yet paid for such delivered Ad requests up to the effective date of termination.  IF EITHER PARTY TERMINATES ANY ORDER, ADVERTISER’S SOLE REMEDY WILL BE A REFUND OF ANY PRE-PAID FEES IN EXCESS OF THE FEES OWED TO PUBLISHER UNDER THE ORDER.  NEITHER PUBLISHER NOR ANY OF ITS AFFILIATES WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO ADVERTISER. CPC), not Advertiser or third-party calculations, unless otherwise specified in the Order.

8) Liability, Warranty & Indemnity.

(a) EXCEPT AS OTHERWISE STATED HEREIN, PUBLISHER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON THE MEDIA PROPERTIES OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE MEDIA PROPERTIES. PUBLISHER DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY OTHER LOSS, INJURY, COST OR DAMAGE SUFFERED BY ADVERTISER OR ANY THIRD PARTY. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT. IN NO EVENT SHALL ANY PARTY BE LIABLE TO ADVERTISER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT RECEIVED OR RECEIVABLE BY PUBLISHER FROM ADVERTISER FOR THE SPECIFIC AD AT ISSUE.

(b) Advertiser agrees to defend, indemnify and hold harmless Publisher and each of Publisher’s agents, customers, subcontractors and affiliates, and the officers, directors, and employees of any of the foregoing, from, against and in respect of any and all losses, costs, (including reasonable attorney’s fees) expenses, damages, assessments, or judgments (collectively, “Liabilities”), resulting from any claim against any such parties in connection with Advertiser’s Ad(s), except to the extent that such claims directly resulted from the gross negligence or willful misconduct of Publisher.

9) General Provisions. These terms and conditions are governed by the laws of the State of Illinois. The Parties consent to the exclusive jurisdiction and venue of courts of Illinois, for all disputes related to the subject matter hereof. No joint venture, partnership, employment, or agency relationship exists between Advertiser and Publisher. Neither Party will be deemed to have waived or modified any of these terms and conditions except in writing signed by its duly authorized representative. Neither Party may assign its rights hereunder to any third party unless the other Party expressly consents to such assignment in writing, not to be unreasonably withheld. If any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions will remain valid and enforceable, and the unenforceable provisions will be deemed modified to the extent necessary to make them enforceable. Except as specifically provided herein, this Agreement and all Orders constitute the entire understanding and agreement between the parties and supersedes any and all prior understandings and/or agreements between the parties with respect to the subject matter. No change, amendment or modification of any provision of this Agreement or waiver of any of its terms will be valid unless set forth in writing and mutually agreed to by the parties.